Awoken: Fall of the Rainbow Factory
by sayWHAT96
Summary: Hate Seed is a pegasus who works at the Rainbow Factory. He didn't seem to think that any of it was wrong. That all changed when an orange filly arrived, and the mare he loved, Rainbow Dash, perished the same day. Now having realized how sick this place was, Seed is on a hell-bent mission, in memory of his Dashie: Destroy the Rainbow Factory. Rated T/M for content and language.
1. Awoken Ch 1: Break Away

**So it's new fic time! I know, I know, I should stop writing new fics when I still have old ones to finish. But give me a break. This one has been bugging me FOREVER!**

**Ok, so this fic is based off of the song "Awoken" by H8_Seed. If you haven't heard it, first read the grimdark fic "Rainbow Factory" by AuroraDawn(don't know if I spelled it right. Just google Rainbow Factory.). I suggest you actually listen to the dramatic reading by Mic the Microphone on Youtube. Once you've done that, listen to Awoken. My suggestion is to look up BronyDanceParty's PMV of this song on Youtube. You'll understand why I'm writing this then. As far as I know, no one's written a fic like this, so another original idea to me! Cheers! Virtual champagne for everypony!**

**Now that we're all virtually drunk, ONWARD TO THE STORY!**

**Cheers(hic!),**

**sayWHAT96**

**P.S. The name "Hate Seed" doesn't belong to me, but to H8_Seed. I hope he doesn't mind me using his name in this. Also, slight change: In this, everyone is in the room while Rainbow Dash is torturing/saving Scootaloo and killing herself. **

_Hate Seed's POV_

A new day dawned at the Rainbow Factory, and Seed groaned as he got out of his bunk. Another day of grinding up little fillies and failures to make the rainbows of Equestria. He didn't even want to do this anymore. He was sickened by the work he had been doing for the past ten years. Ever since the events of that day, however, his mind has been in overdrive. Seed couldn't stop the conversations he had with the now dead Rainbow Dash from flowing through his conscience.

_"Seed, I just don't know if what we're doing is right anymore."_

Seed originally thought that the pegasus pony manager was off her rocker. Of course it was right! Cloudsdale only wanted the best fliers, and what better use of the failures than to use them to make rainbows? It only seemed fitting that at least these foals would receive the honor of being used to make Equestria's spectacular spectrums.

It slowly began to disturb Seed, however, when he realized that the mare had developed somewhat of a dual personality. At times, she was the ruthless manager that the higher ups loved and fawned over. Once the two of them were alone though, a more insecure pony came out from under the depths of buried emotions, and she talked to Seed about how her friends would never forgive her, and how sometimes even though she was the only pony here to be allowed to leave the factory(for appearances, of course) she just couldn't stand being cooped up.

_"I just want to break free of this place. I want it all to stop."_

Slowly, Seed began to feel the same as he went through his routines. Every day, he'd wake up and go to his position in the factory. Every day, he'd wait for Rainbow to pass by and do inspections. Every day, he'd wait to receive the same grade he got everytime—A+. Every day, Rainbow would then go up to her over watch position and keep an eye on everypony. Occasionally their eyes would meet, and behind the façade of the cruel taskmaster, he'd see the insecure pegasus that he'd come to know—and love.

_"It's sad to know that no one here knows what it means to love and have friends."_

While Seed would never admit it, his feelings for Dashie had grown since they worked together at the Factory. No fraternization between workers was allowed however, so Seed did what he did best, and buried his love in the already large hole that was his emotions. Seed was always perplexed as to the feeling that arose whenever he and Rainbow had their little one-on-one talk sessions. He didn't know it was love; rather, he felt it was a strange warmth that allowed him to communicate better with other ponies. Obviously, he didn't feel the same when he talked to other ponies, so to all but him this was completely illogical.

_"I got a feeling something will happen today. Something important."_

Rainbow Dash said that the day she died. Seed flashed back to that day, the day her life ended—the day _that_ filly arrived.

_*Flashback*_

_Hate Seed stood in shock at the scene before him. Rainbow never went out her way to torture a filly. But, this one had caused trouble, and so Rainbow's darker self seemed to have taken root. At least, for the time being._

_The small orange filly, strapped still to the agonizingly slow machine that would soon rip her apart, muttered something completely inaudible._

"_What was that?" Rainbow cackled, trying to enforce more psychological trauma on the shaking foal before her. "Care to speak up before the end?!" _

_Seed shook as he heard the young pegasus say, "Good bye Rainbow Dash. I love you."_

_Tears glistened in his eyes as this played out before his eyes. Something inside him broke. What they were doing _was_ wrong. Rainbow—at least, the _real_ Rainbow—had told him this constantly, but he could not accept it, not until he heard the foal Scootaloo tell her tormenter that she still loved her. _

_Rainbow paused for a moment, and Seed hoped that maybe, just maybe, the real Rainbow had been awoken by this last uttering of compassion. Hope built up—_

"_Good riddance."_

—_and just as quickly it dissipated. Seed pushed back his tears even further, so that his fellow factory workers wouldn't get suspicious. The Rainbow Dash he knew wouldn't want to kill this poor pony, let alone torture her. Alas, it was not Rainbow Dash, but some other pegasus that was pacing in the control room. The speed of the machine quickened a bit as the lever was tilted ever so slightly. _

_Scootaloo was sobbing to herself, her cries mixing in with the only sounds of the eerily quiet factory—the grinding of the gears and the steam rushing through pipes. No one dared say a word as the filly cried out words of solace that reached empty ears._

"_I really wish I could've learned that Sonic Rainboom…." The orange filly sniffled. "Maybe another day….maybe we'll meet again…..maybe, it'll be better….."_

_The machine's work began to be apparent; the filly's body was straining to contain itself. Bones pierced out from under her fur, and blood spurted. Flesh tore and sinew broke. The torturous cries of a doomed pegasus began to fill the air, and Seed started to turn around and head back to his bunk to cry and contemplate. Then, however, the gears stopped grinding and the steam stopped rushing. _

_The machine had been turned off. _

_In complete disbelief, Seed turned to see Rainbow Dash no longer in front of the controls, but standing before Scootaloo._

_The little pegasus looked up shakily, and softly said, "Dash?"_

_The rainbow adorned pegasus smiled as crystal-like water sprang from those violet irises. Rainbow Dash had somehow managed to overcome the darkness that controlled her—for a moment. Then, she shook her head, and Rainbow Dash sank back below the surface, the taskmaster again in control. Rainbow raised her hoof and struck Scootaloo across the foal's mouth, drawing blood. _

_Shrill cries spilled from the cyan pony's mouth. "YOU!...You don't deserve to be my sister! You failed the test, you failed all pegasus-kind, and you have the nerve to reach out to me in your dying minute! You ungrateful…" WHACK. The blow echoed throughout the factory. "Defenseless…" WHACK. "But lovely…" This time, Rainbow Dash arose again, and stroked Scootaloo's abused face. The orange filly shivered from the loving stroke, and shook as she looked into those violet irises. Seed watched, tears flowing freely now, as the two forces living within the body of one pegasus fought for control._

_The smile and loving Rainbow once more gave way to the taskmaster. "You BITCH!" The taskmaster shivered, and a sobbing Dashie surfaced, who locked eyes with the filly. "My little sister…." Rainbow convulsed and heaved, giving way to the taskmaster. "YOU! My little sister! YOU! I'LL KILL YOU!" The winged torturer lifted her hoof, and Scootaloo dropped her head, knowing that this blow would be her last. _

_In desperation or out of pain, Seed didn't know, but words escaped the filly's mouth again. "I LOVE YOU!" She then cringed, and waited for the blow that would end her short, wonderful life. A fleeting hoof soared down, and Seed shut his eyes and averted his gaze. A thud and scream ensued, but it wasn't Scootaloo's scream. _

_The orange filly looked up in shock to see blood spurting from the mouth of the shaking pony she saw before her—not the taskmaster, but the one and only Rainbow Dash._

_Seed opened his eyes and saw that what had happened. Rainbow Dash had brought her hoof down upon herself, and had directed the blow to her stomach, causing her to cough up crimson liquid of life. Rainbow Dash, whether permanently or temporarily, had gained control of herself, and was sobbing while staring into the filly's eyes._

"_My….little…..sister…." Sniffles followed each word, causing them to be barely audible. Sobs and gasps mixed together. "How…could I….have done this…. to you?" _

_Seed himself no longer attempted to control the flow of his own tears. Rainbow finally seemed to have caved in, and was no longer able to hold herself. To see the mare he loved in such pain and turmoil caused something in him, a spark, to start and engulf the rest of his body. He looked around and was relieved to see that he wasn't the only one to be having troubles controlling his emotions. Seed turned back to the sad act before him, and saw confusion and a hint of hope in the orange filly's eyes as she watched the taskmaster and her loving sister fight for control. Seed wanted to rush forward and pull the two apart, half because he wanted to save the poor filly that changed his Rainbow back to herself, and half to stop the chaos frothing within Rainbow Dash's mind. _

_Scootaloo tentatively called out. "R-rainbow Dash?"_

"_My little Scootie…" Soft whimpers echoed in the dark. Rainbow Dash reached around the chains and hugged the bloody and abused filly. "I'm so sorry…." Rainbow Dash sobbed and sobbed, trying to bring the filly closer to her, causing the chains restraining her to jingle almost mockingly. "You….you BITCH!" The taskmaster once again broke the surface, and she lifted off from the floor and flew in circles over Scootaloo. _

_Seed watched helplessly from below as the strong pegasus he knew broke down completely above, switching from shouting at Scootaloo and apologizing to her. In her blind flight, Rainbow Dash kept hitting the chains restraining the orange filly, and soon the chains gave way, falling from their hold on the beams. Scootaloo fell a few feet, and looked up in horror at her idol, the headstrong and loyal Rainbow Dash, who had now been reduced to a screaming wretch in Rainbow Dash's body. _

"_No...Rainbow Dash, no…." Scootaloo muttered shakily, terrified by what she saw. "What's gotten into her? If she keeps hitting these chains, I could be free again….I could get out of this horrible place…..Please Dashie, please….help me…."_

_Seed looked around in panic when he heard that, wondering if anypony was going to rush forward, stop Rainbow, and secure the filly to the machine once more. Nopony moved a feather to do such a thing. They stared in shock at their seemingly emotionless manager, who had now turned into a wailing mare of despair. Turning his attention back to the mare and the filly, Seed saw that Rainbow Dash, now her own self, had flown down to Scootaloo. She was whispering things in the foal's ears that nopony could hear, but she was gradually increasing her volume, finally to the point where she was screaming. _

"_YOU WERE MY LITTLE SISTER!" Dashie wailed. Suddenly her face contorted and her eyes turned cruel. "She doesn't deserve that title! She should be with the rest! YOU DON'T DESERVE YOUR TITLE!" The taskmaster snapped, before giving way to Rainbow once more. "How dare you!" Rainbow sobbed, then the taskmaster came back. "You're not the greatest flier! YOU'RE JUST A BITCH! I'LL KILL YOU FOR THAT!" It screamed, and then the violet irises once more turned to a sad kindness. Dashie grabbed her head and screamed—a gut-wrenching, spine-chilling sound, something that made Seed want to just scream himself. Rainbow then flew straight into the chains, knocking the filly completely off the machine, and the orange filly fell. Suddenly, the Scootaloo's fall was broken, and Seed followed her eyes to what had stopped the tumble that could've broken her neck. Seed let out a horrified gasp, and saw that the chains that had once held the filly to the machine were tangled up in Rainbow Dash's wings, with the jagged edges ripping her flesh apart. Crimson lifeblood rained from the cuts, spraying red patterns across the floor. _

Cough_. More blood flew from the dying Rainbow Dash's mouth. "Scoo….Scootaloo….." Rainbow uttered, words distorted from her blood-filled jaws. Rainbow lost elevation as she sunk towards the filly, and in doing so, the chains fell into the machine, setting off the automatic controls. Seed watched in horror as it came to life, starting to drag Rainbow Dash towards her bloody end. As she reached the mouth of the machine, Rainbow Dash spread her arms and grimaced as her wings were torn apart. Her eyes however, were finally her own—kind, soft and beautiful. The mare Seed loved shouted out her final words to orange filly, whom she had loved like a sister._

"_Scootaloo! I'm so sorry! Please forgive your big sister!" Rainbow cried, sobbing out unending tears of regret and love. "I failed you! You did your best! I'm so—aghk!"_

_The rest was cut off as Rainbow Dash was pulled into the machine, and was grinded up into bits of flesh. _

_The greatest flier in Equestria was no more._

_*End Flashback*_

Seed still sobbed as he thought about the events of what'd happened. Why didn't he leap forward and save Rainbow while he had the chance? Already, a pang erupted from his heart, giving him the answer to the question he had asked every day since she'd died: Because he was a coward. He was too much of a coward to stand up to Dr. Atmosphere and to the taskmaster within Rainbow Dash, too much of a coward to save the filly Scootaloo who later perished at the hooves of Dr. Atmosphere, and most importantly, too much of a coward to stand up to himself. He'd let both himself and Rainbow Dash down. That, however, was about to change.

Seed looked up in the mirror and saw a monster wearing a blood-stained uniform, a murder of innocent little fillies and foals, and bellowed at it. He locked eyes with it, fighting to tear it off the mirror. Seed reached for his uniform collar, and so did the monster. He began to tear at the fabric, and so did the monster, who's painful expression matched Seed's determined one.

_Rip._

Seed stood victorious in front of the mirror, watching as the beast gave way. His blood-soaked uniform fell to the ground, and he saw himself for who he really was. A kind-hearted pegasus pony, one on a hell-bent mission: To bring an end to the Rainbow Factory.

Seed spread his wings and jumped onto his bed, positioning himself in front of his window. With a spring, he launched himself forward and through the glass, flying out into the burning blazing sun. He closed his eyes and breathed in the air that Rainbow often told him about. Crisp and clean, she'd say with a smile. The corners of his mouth rose as Dashie's words echoed through his the alarms began to blare from the Factory, signaling to him that they had discovered his betrayal. _Come on, you big idiot. Don't just hover their like a doofus, _Rainbow Dash said in his head, laughing that wonderful laugh. _We've got work to do. Let's visit my friends in Ponyville_.

Seed opened his eyes, and saw the ghost of the lovely mare adorned in rainbows in front of him, holding out her hoof in invitation. Tears rose again, this time of happiness, at seeing his Dashie again. Seed reached out and took her hoof, letting out a watery grin. Rainbow Dash smiled her kind, beautiful smile in return. That was all the encouragement he needed.

The two pegasi flew through the morning daylight, hoof-in-hoof, towards Ponyville.

**Whoa! I can't believe I just wrote that! I loved every bit of it, even though my favorite character…..*GULP*dies! (SOBSOBSOBSOBSOBSOBSOB) Anyhow, this is my new main story and hopefully I'll continue it for any who read and like it! **

**Don't worry about OC shipping. I liked writing the little snippets about Seed and Rainbow Dash, but it can't happen. For one…..she's dead. Two…..well, I have no second point. But you know what I mean.**

**Meanwhile, while waiting for the next chapter of this and other stories, check out the amazing stories of **_**outlaw4rc**_**. This person wrote the most amazing Rainbow Dash fic, although people who don't like OC shipping in MLP should avoid it! Still, there are other stories that Outlaw wrote that you'd enjoy. Sad fic-lovers will enjoy "Core of the Apple", whereas normal fic-goers will probably want to read "Trixie's Revenge". Rainbow Dash fans who aren't afraid of OC shipping, check out "Return to Flight" and its sequel, "Top Wings", which is still in progress. Both contain major shipping between the OC and Rainbow Dash, so ship-haters, you have been warned!**

**Ok, I think I rambled enough about how awesome Outlaw's stories are. I just read them all today, and I absolutely fell in love with them. Plus I'm a sap for a good cute romance(as long as it isn't with a same gender, and preferably an OC), as well as anything to do with Rainbow Dash. Put the two together, and you get one happy reader who squeals giddily at every cute line in the story.**

**Let's agree no one read that.**

**Cheers,**

**sayWHAT96**

**P.S. Rainbow Dash is best pony!**


	2. Awoken Ch 2: Ponyville

**So, the next chapter of Awoken. I hope the first wasn't too dark. Don't blame me if you thought it was; blame AuroraDawn, seeing as I just took the whole flashback from the original story that Aurora wrote. Anyway, this is set on the same day that Hate Seed broke out of the Rainbow Factory.**

**Enjoy!**

**Cheers,**

**sayWHAT96**

**Applejack POV**

It'd been almost three weeks now since Rainbow Dash had disappeared. Applejack was beside herself with worry; after all, the pegasus was her closest friend, and having not seen her in such a long time caused AJ much anxiety.

Applejack looked up at the sky, hoping to see a blur of rainbow fly by. "Gosh darnit, Rainbow….Where are you?" Tears once again began to form in the cowpony's eyes, something all too common since her best friend disappeared. All Applejack could do now was keep bucking the apples, and look for her friend in any spare time she had.

AJ trotted slowly over to the next tree and gave it a half-hearted kick, causing a few apples to fall into the baskets below. She sighed, and gave it a few more kicks, finally clearing the tree of all the red fruit. Once again, Applejack's gaze returned to the blue yonder above, desperately wishing for a sign of Rainbow Dash. Any news would help.

_Now I know how everypony else felt when I didn't come back from the rodeo, _Applejack thought sadly, pushing back tears. A speck of grey was in the corner of her eye, and AJ repeatedly tried to shake out the water in her eyes, believing them to be the source. She shook and shook, but the speck remained in her view of the sky. Finally irritated beyond belief, Applejack turned her gaze on the speck, and became confused when it didn't shrink or move away; rather, it was getting bigger, and getting closer.

Applejack squinted her eyes, trying to see what it was. As it got closer, she gasped to realize it was a mist grey pegasus, eyes closed, flying straight for a patch of trees just west of Applejack's position. The stallion disappeared underneath he leaves of the apple trees, and his crash echoed throughout the early morning fog of the farm. _What in tarnation….? _Applejack wondered. She galloped quickly to where the pegasus had crashed, and when she reached him, she got her first good look at the colt.

He was grey as mist, with a mane of golden yellow. He appeared to have not tail; strange. The feathers on his wings were a mix of sterling silver and luminescent gold. He was cut in many places, his breathing also heavy. The cowpony could hear him uttering words that were nearly inaudible.

"Dashie…."

Applejack raced to his side, quickly picking him up onto her back. "What was that you said now, fella? You just rest, I'll get you to a safe place."

"No…."

"It's alright," Applejack assured him. "We Ponyville folk can take care of you."

Suddenly, the pegasus spoke up. "You're Applejack, aren't you?"

The hair in AJ's mane stood on end, and her gallop slowed to a cautious trot. "Well….yeah, but how do you know that?"

"She told me…." He whispered. "Dashie told me…."

"Wait, who?!" Applejack yelped. "What was her full name?!"

"Rainbow Dash…." With that, the light faded from his eyes, and he fell into a deep slumber.

**Twilight Sparkle POV, in the Library**

Twilight gazed out the window for what seemed to be the hundredth time. How long has it been since the rainbow mare had crashed through this very window? Far too long, it now seemed, though Twilight would complain when she did so before. Now, she would give anything to hear the whiff of the cyan pegasus flying by her and knocking into the bookshelves.

Outside, a rainbow sprouted out, seemingly mocking the unicorn as if to say, _your friend is just here. Come out and look for her!_

"Oh Rainbow Dash…." Twilight cried, tears welling up once more. "Where are you? You didn't abandon us, did you? What happened to your loyalty?"

Suddenly, below her, Twilight heard the door crash open, Spike yelping, and the sound of galloping hooves to her room. She turned just in time to see her door get kicked open, revealing Applejack, who was breathing heavily from the burden on her back.

"Applejack, what are you doing?!" Twilight yelled. "Couldn't you just knock?"

"Sorry Twi, but you need to see this." Applejack said, gasping for breath. She dropped what she was carrying on her back, which turned out to be a grey pegasus pony. "He crashed onto the farm….I found him…..and brought him here." The orange mare gasped for breath between phrases, clearly exhausted from her flight to the library.

"What's the big deal?" Twilight asked, sounding unworried as she checked his vitals. _Hmm, he seems to be fine. _"Why didn't you just bring him to the hospital?"

Applejack wheezed a few more times, before finally regaining her composure. "Because, when I found him, he knew my name."

Twilight rolled her eyes. "So you think a spell might be on him or some—"

"No, Twi, you don't get it. He said _she_ told him."

Twilight froze, hope budding in her. "Wh-who told him?"

Applejack smiled, face full of excitement. "He said that Rainbow Dash told him."

**Hate Seed POV**

Seed was sitting on a cloud. Nothing else was around him, save another puff of white softness, carrying a sky blue mare eating an apple. Once finished with the apple, she threw it behind her and belched.

"Sup Seed?"

Tears sprang in Seed's eyes. "This…this can't be real. You're dead, Dashie."

Rainbow Dash rolled her eyes. "Well, duh! This is just your dream, smart one!"

"But….so you aren't real?"

Rainbow chuckled. "Now, who said that just because it's a dream I'm not real? I'm as real as you want me to be."

Seed coughed a bit. He was glad to be talking with Dashie again, but anger started to spread forward. "Why did you do it?"

"Do what?"

"Why did you have to let yourself get killed? You could've escaped!" Seed yelled, vision blurred from burning streams of sadness and anger. "Why did you….why did you torture that poor filly?"

Rainbow turned and looked out at the sunset that was to the west. "You know, Seed, I think you know the answers to those questions. I couldn't live with myself after what I did to Scootaloo. I found it impossible not to escape from the chains of the machine, but the chains of _regret_. I didn't want to torture her. Scootaloo has been like my little sister forever. I wasn't in control. That thing inside of memade me do all of those horrible things."

Seed followed Rainbow's gaze and looked out at the beautiful sunset. "I know, I know…..but of all the things that could happen….why did you have to die?"

Rainbow once again rolled her eyes at the silver pegasus. "You just asked the same question. Twice."

"How can you take this so lightly?!" Seed bellowed, now standing on his cloud, glaring at the mare he loved so. "You're dead, I'm good as dead now that I've broken out, and nothing's changed! How can you still feel so care-free?!"

Rainbow smiled that lovely smile that always made Seed calm down. "Well, I'm fine because I know that my legacy will carry on. You say nothing's changed, but some things _will_ change, Seed."

"How? I don't understand." Seed cried. "I know what I want to do, but I have no idea how to go about doing it!"

"That's where you're wrong Seed." Rainbow said in reply, soft as a breeze. "You will figure out what to do. I'll be with you." She flew over and pressed her hoof to his chest. "In here."

Seed cried. "I'm….I'm so sorry Rainbow Dash. I couldn't save anypony. I couldn't save you." He let his head fall into the multi-colored mane of his love. Tears streamed forward, not letting up.

Rainbow hugged Seed, smiling sadly. Then her eyes grew steely. "You're wrong. You did save me. You saved me from the darkness within me, and now, you can still save lives." She leaned up and kissed the crying pegasus on his forehead. Warmth spread throughout his body, calming his nerves and dousing the flames of his sorrows. "I give you my blessing. Carry on my work, and ensure that my sacrifice wasn't in vain."

Seed took a shaky breath, and looked at those lovely violet irises once more. "I…I will do what must be done. On my life, I will make sure this will end."

Rainbow smiled, as if knowing that her efforts had been passed on. "Thanks Seed. Now, why don't you go meet my friends?"

Seed grinned in return, and began to pull away. Then, he was pulled back, and Rainbow once again kissed him on the forehead. A sudden flash occurred on his hind flanks, and Seed started to drift away, wondering what the rainbow mare had done.

"Don't worry. It's just a little parting gift, to you and my friends." Rainbow Dash said, giving him her usual impish smirk. "Good luck, Seed. I'll be watching from inside your heart."

With that, he awoke.

**Narrator(no pony) POV**

Pinkie Pie hopped all around the room, knocking over book cases and statues. She couldn't wait! Apparently Applejack had found some silly colt who crashed onto the farm. The best part? This colt was someone who knew where RAINBOW DASH WAS! How could she NOT be excited?!

"PINKIE!" Twilight screamed. "Keep your hooves on the ground, will you?!"

Pinkie stopped bouncing, turned and smiled. "I'm sorry Twilight, but I just can't wait for that guy to wake up, cuz then he'll tell us where Dashie is, and then we can go find her, and then she and I can start pulling pranks on everypony, and then we'll throw a HUGE party to celebrate her returning, and—"

Applejack shoved her hoof in Pinkie's mouth. "Darling, we're all excited, but please. That colt needs his rest. He hasn't gotten up for the past two days."

"But Applejack, you said he knows where Dashie is!" Pinkie moaned.

Rarity chose to enter the conversation then. "Of course she did dear, but that doesn't mean you have to keep bouncing all over the place and ruining this ah…._wonderful_ décor."

"Hey, you have a problem with the way I arrange my library?" Twilight demanded.

"Why of course not, Twilight, I was just saying—"

Pinkie interrupted. "Hey, I have a question. How come Fluttershy is the only one who's allowed to be in the same room as that guy?"

"Because she's the quietest one and knows how to deal with hurt ponies the best, Pinkie." Applejack said. "You've asked us this hundreds of times, pumpkin."

Before Pinkie Pie could reply, a huge yell issued from the room above, followed by a frightened squeal.

"Wh-where am I?"

"It's okay, you're in Ponyville…"

"Wait, you're Fluttershy! Dashie sent me to find you. Where are the rest?"

Pinkie disappeared from everyone's sight, and ran up the stairs.

"Here I am!" Pinkie cried. "I mean, I'm not everypony else, cuz then that would be WEIRD. But I am me, the one and only Pinkie Pie! I heard you asking where everypony else is, so I rushed up here faster than you could eat a nice frosty cupcake at Sugar Cube Corner!"

"Pinkie! Settle down, will 'ya?" Applejack said, now entering the room. "And you, young fella, already know me."

The grey pegasus nodded. "You're Applejack."

Twilight stepped forward. "I'm—"

"Twilight Sparkle, Ponyville's smartest egghead." The pegasus said.

"Why yes, I am…..wait, what?!"

The grey pony smiled. "That's just what Dashie would call you all the time." He then pointed at Rarity, and said, "You are Rarity, the best dress maker in all of Equestria."

"That's me!" Rarity said, fanning her face, evidently flustered. "Now, if you need anything, just come find me and I'll make you something, okay?"

"I'll keep that in mind."

Then Fluttershy flew up next to him. "Hi, I'm Fluttershy…"

"Dashie often talked about you. He said you were really nice, but could stand up for yourself more." The pony said.

Twilight cleared her throat, signaling the end to casual conversations. "Well, now on to business. Sir, you seem to know who we are. But who in the wide world of Equestria are you?"

At that, the pegasus seemed to lose any spirit he had. "My name….is Hate Seed. I came here on a mission."

Twilight stopped him there. "I understand, but first I—_we _—need to ask you a question. You talk about Rainbow Dash a lot…..do you know where she is?"

Tears began to form in his eyes, and Seed tried to blink them out. "I-I…I'd better tell you this now, so it won't pain you later."

"Rainbow Dash isn't lost."

The other ponies smiled and cheered, until they heard what Seed said next.

"She's dead."

**Woah! So there's the second chapter. **

**I gotta say, this fic is being really weird to me. It's different from the other ones. It just like, won't stay out of my head. I am constantly thinking about it, and it makes me feel both sad and happy. Mainly because of how Rainbow Dash is dead…..but hey. At least her spirit is with Seed, right? **

**Anyway, please review and all that! If you do, I'll try and get the next chapter up real soon!**

**Cheers,**

**sayWHAT96**


	3. Awoken Ch 3: Bittersweet Memories

**Wow. Awoken chapter 3. This fanfiction is really starting to become an obsession. Just telling y'all now, but this is going to be the hardest chapter for me to write, because of what I got planned for it. I'm probably going to start crying halfway through, actually. Hopefully none of you guys do, but if you do, that simply means I did my job as a writer. **

**Cheers,**

**sayWHAT96**

**Twilight Sparkle POV**

Twilight sluggishly walked to the bookshelf and looked for the one book that she needed. To think that she'd need it so soon….Twilight wanted to cry, but after last night, her tears were all but spent. She didn't want to believe what Hate Seed had told them, but it all made sense. How Rainbow Dash would just not be in Ponyville on certain days, how some fillies were never heard from again after they failed their test…..It was just too much. Everypony in that room had broken up into tears by the end of his story.

_"I wish I could tell you that this was all a bad dream…..but just the fact that I'm here proves that it's not."_

Finally, the book she needed was before her bloodshot eyes. _A Pony's Guide to Pegasus Funerals_. Funnily enough, Rainbow Dash had come to visit her the first time she was reading this book…..

_*Flashback*_

_ Twilight Sparkle was doing a little research on pegasi when she stumbled across _A Pony's Guide to Pegasus Funerals_. Frowning, Twilight read the back cover. Surely pegasi funerals couldn't be that different from regular funerals. Her curiosity now piqued, Twilight started to open the cover just as a scream was being heard just outside her window._

_ "Not again…" Twilight groaned. She summoned her magic and used a cushioning spell on all of her bookshelves, to protect them from the incoming pegasus. As if on cue, Rainbow Dash flew through Twilight's window and soared into the barrier Twilight erected, crashing to the floor in a multi-colored heap. _

_ Rainbow Dash sat up and shook her head. "Sorry Twilight. New—"_

_ "New trick, I know, I know." Twilight said, voice full of indignation. "Rainbow Dash, you really need to be more careful."_

_ "What?! What's the use in being the most dare-devilest pony in Ponyville if I'm _careful_?!" Rainbow cried, now hovering above, arms crossed in protest._

_ "Whatever! Just try to avoid my library!"_

_ That was when Rainbow Dash noticed the book on Twilight's desk. "Hey, why are you reading that?"_

_ "What?" Twilight looked around, finally casting her gaze on where Rainbow was pointing. "Oh, that. I was just doing some pegasus research, and I stumbled on it."_

_ "Oh, Twilight, you egghead!" Rainbow Dash giggled. "If you wanted info on pegasus funerals, you should ask a pegasus pony! Not trust some dinky old book!"_

_ Twilight looked hurt. "Books always give correct and accurate information."_

_ Rainbow Dash rolled her eyes. "Right. And I'm Fluttershy. Anyway, just let me tell you how it's done. I've done plenty of research myself on the topic."_

_ Twilight raised an eyebrow. "You? Research? Don't make me laugh."_

_ "Not like I wanted too! It was part of the Junior Speedsters entrance exam!" Rainbow protested. "After I started reading about it, I just kind of got hooked. I'm not an egghead like you."_

_ "Hey!…so how exactly is a pegasus funeral different from unicorn and earth pony funerals?"_

_ Rainbow grinned smugly. She'd never thought the day would come when _she _would teach Twilight something. "Well, you see…" Rainbow Dash said, clearing her throat. "As you know, most unicorns and earth ponies simply bury their dead, right?"_

_ "Right."_

_ "Well, pegasi tend to be more respectful to their dead. We like to preserve the body." Rainbow Dash explained. "If done right, the body looks literally just the way it looked in life. There are a few exceptions though…."_

_ Twilight shook her head, desperately wanting to know more. "And? What are the exceptions?"_

_ "One such exception is cremation. A lot of times, a pegasus prefers to be cremated." Rainbow Dash said. "We however, unlike most ponies, don't like to keep the ashes. They're like bad luck to us, so we scatter them into the wind to free the spirit of the pegasus. In other cases where scattered remains are involved—like if a pony got murdered or something—we burn those and spread those ashes. We then take some prized possessions of that pony and paint a portrait of her. After that we sculpt a statue of the pony, out of any material that either the pony or their family chooses. Once that's all done, we take all of that and make a small shrine anywhere they'd want. Now, if there were no remains to cremate at all, you'd take their most prized possession, and cremate that instead."_

_ "Wow…..that's amazing!" Twilight exclaimed. "What about you Rainbow Dash? What do you want to do for your funeral?" This left her mouth before she realized what an insensitive question it was. Rainbow looked around, a little uncomfortable. "I'm sorry…I shouldn't have asked."_

_ Rainbow gave out a nervous laugh. "No, it's ok. It's fine, really." Rainbow fell quiet and scrunched her eyebrows, thinking deeply. "I personally wouldn't want my body to get all mummified and stuff, so I'd like it if I were cremated and then scattered into the wind. One last flight, you know?"_

_ "Yeah, I get it." Twilight Sparkle replied. "But what about the painting, possessions, statue?"_

_ Rainbow thought for a moment. "Well, I'd say I'd like a portrait of me just smiling, all happy to be free and stuff. Maybe a second one of me doing my Sonic Rainboom, and a third of just me being all serious. As for the statue, I'd love one made of marble, like all of the famous pegasi. Now, I do have a fail-safe, just in case y'all have no body parts whatsoever to work with."_

_ "Rainbow?!" Twilight gasped. "Why would that ever happen?"_

_ The cyan pony shrugged. "I just like to be safe. You never know what could happen. Like, what if I fail a Sonic Rainboom at a flight show, and fly off, and then SPLAT! No more Rainbow Dash!"_

_ Feeling queasy, Twilight simply motioned for Rainbow Dash to mention her fail-safe. Instead of saying anything, Rainbow Dash reached into her saddlebags and pulled out a small necklace. _I bet it's some Wonderbolts autographed memorabilia or something_, Twilight thought. However, now that she got a closer look at it….._

_ "This is a golden cloud locket that I've had since I was a filly." Rainbow Dash said. "My mom and dad got it for me the day I earned my cutie mark. This means more to me than any other material object in the world. It's not because of what it is; rather, it's what's inside…" She opened it, revealing the most awe-inspiring, most incredible thing ever—a lock of her rainbow mane._

_ "Some of your hair?" Twilight said, giving at her friend with a quizzical look. "Why is that—" Then she noticed the other thing inside the locket. It was a picture of the six of them, sharing apple juice after Applejack's apple-bucking craze. They were all smiling and having a good time, and just seeing the picture put warm feelings in Twilight's heart._

_ "You see Twilight?" Rainbow Dash said with a smile. "You guys mean more to me than anything in this whole world. I couldn't ever leave you guys. That's why wherever I go, I always have this locket with me. Even if the Wonderbolts asked me to join them, if I had to leave my friends behind, I don't think I could ever do that." She then closed the locket and put it back in her saddlebags. "So that's what I'd want you guys to cremate just in case there's no me to cremate. If I ever die and that happens, you'll find this in my house in the drawer next to my bed, in the bottom most compartment. I need you to promise me that you won't tell the others about this until the time comes, though, ok?"_

_ Twilight nodded, a solemn feeling in her gut. "I promise Rainbow Dash."_

_ "Pinkie Pie promise?"_

_ "Oh, give it a rest."_

_*End of Flashback*_

Twilight smiled through her tears as she remembered that day. It appears that what Rainbow Dash had told her would actually be of use…..though Twilight wished it wasn't so. Rainbow Dash did say that she took the locket with her wherever she went, but she also explained that the locket had been enchanted so that when she died, it would go to the place that she kept it at home. At least they had that much comfort knowing that Rainbow Dash's most prized possession was safe.

She just wished the same thing could be said for her friend.

**Applejack POV**

Applejack crushed another apple, causing the juices of the fruit to squeeze out into a jar below. She sighed. To think that she'd have to do the refreshments for Rainbow Dash's funeral reception was almost too much to bear. But, according to pegasi custom, there had to be a reception afterwards to celebrate the pegasus's life, so the drink had to be the pony's favorite. The apples being used were the best of her crop, producing the sweetest nectar anypony would ever taste. Applejack was sure that it would be the bitterest juice she'd ever taste. Tired of making apple juice, AJ got out of the tub and started taking a walk around the orchard.

For the umpteenth time, Applejack gazed at the sky, remembering the days when every now and then, she'd hear her best friend soaring above screaming in excited delight. Now, that wouldn't ever happen again. AJ turned her gaze over to a crater nearby. She smiled, remembering how that thing even got there….

_*Flashback*_

_AJ was as excited as dog with a bone when she came up with the idea. Why didn't she think of this years ago? Had she done so, apple-bucking season would end in a matter of minutes—no, seconds! All she needed was the help of a certain cyan pegasus. Applejack galloped all over Ponyville trying to find her friend, but to no avail. Rainbow Dash didn't seem to be around. Stopping in front of Sugar Cube Corner, Apple Jack was about to head inside to cool down before heading back to the farm, when she noticed a rainbow tail swishing on a cloud above. _

_ "Rainbow!"_

_ The pegasus flipped over and peered down at Applejack. "Sup, AJ? You call?"_

_ "Yeah! I need some help on the farm. Mind giving me and Big Mac a hoof?"_

_ Rainbow flew down and landed in front of the cowpony. "Sure, why not? Today's my day off with the weather squad anyway." Applejack smiled, thankful to have such a wonderful pony as her best friend. Her thoughts wandered for a moment, thinking how dreary a place Ponyville would be if Rainbow Dash wasn't here to add spice to the everyday life of everypony. The thought itself was enough to make AJ want to cry. Then she shook her head. Applejack didn't have time for this. She had work to do. So, Applejack smiled at her best friend, and the two walked back to Sweet Apple Acres. As they walked, they conversed about all the things the two of them had done._

_ "Remember that time when we pulled that prank on Twilight?"_

_ AJ laughed. "Of course I do! I was crying for days when we did that."_

_ The two of them had come up with an idea to ensnare Twilight Sparkle in a test of sorts. They told her that Princess Celestia had told them that she needed her to complete a practical exam, and she had to be able to complete every bit of magic she'd ever learned. Twilight, as paranoid about tests as she is, immediately shut herself in the library and studied for the next two days, without ever coming outside. When she came to the farm for her "exam", all she found was a cowpony and a pegasus crying and rolling on the ground laughing._

_ Their laughter died down after a while as they continued down the path to the farm. For a minute, there was an awkward silence between them. Then Rainbow Dash spoke._

_ "H-hey, AJ? Can I tell you a secret?" She whispered, keeping her voice as low as possible._

_ Applejack, a little confused, nodded. "Sure thing Rainbow. Anything."_

_ "Well…" Rainbow started. "I've been having these nightmares. It's really been going on ever since the Best Young Flyer's Competition. I-I don't know what's causing them." That last line sounded rather hollow to Applejack, but she let the pony continue. "In these dreams….I seem to be a whole different pony. I torture all of these young fillies, strapping them to some machine that completely tears them to pieces. Their screams filled me with delight, and my voice was full of sinister mirth as I laughed at their hopeless situation. I don't understand why I did it." That line too seemed fishy. This whole thing—it sounded a bit like a confession, actually. AJ shook her suspicious thoughts away, and focused on the Rainbow's words once more. "Then, last night….it was different. Our friends were there. You were all shaking, crying out for me to help you. Instead of helping you, I did what I always did…I strapped you to the machine, tortured you, then turned it on….after that…_I laughed_." Rainbow's voice died off, the words replaced by soft sobbing and sniffling. Applejack, though she didn't understand the dream much, put her leg around Rainbow Dash's shoulder._

_ "Look sugar cube," Applejack said softly. "Whatever these dreams are, they're just that—dreams. You've got no need to worry about it coming to reality. Besides, you wouldn't ever do that to anypony, would you?"_

_ Rainbow muttered something inaudible._

_ AJ frowned. She thought she knew what her friend said, but that couldn't be it. "What was that Rainbow Dash? I couldn't hear you."_

_ "Oh…it doesn't matter much." The rainbow mare said shakily. "Oh look, we're here."_

_ Applejack blinked. So they were; the aroma of crisp red deliciousness was filling the air around them. It seems their talking had made the trip seem a lot shorter than usual. "Wow, you're right! Anyway, here's the plan. So we need apple-bucking season to end faster because we have the family coming in, and we need those apples to feed them all. So I was just wondering if you would do a sonic rainboom to just make all the apples just blow right off, just about ending a two weeks work in about two seconds."_

_ "That sounds REALLY dangerous….." Rainbow muttered, before putting on her dare devil's smile. "I like it!" She lifted off from the ground, doing quick calculations in her head as to how high she need to be to gain enough speed and cause the Sonic Rainboom right at the tree's level. Once high enough, she issued out a bold cry, and began her descent. _

_ A spectra explosion followed, followed by apples flying everywhere and the delighted screams of two triumphant ponies—two best friends._

_*End of Flashback*_

Applejack smiled as that memory flashed through her mind. It was beautiful; there was no other way to describe what'd happened that day. _Two ponies, entwined by friendship, and a whole lot of fun, _Applejack thought sadly. _Kind of like a rodeo pony and her rope. _Something was bothering her, though. Now that she heard the truth from Hate Seed, Applejack had something nagging her about this memory. She racked her brain trying to think of it, until it finally came to her. The world around her became blurred as tears obscured her vision, and her knees started to shake.

After Applejack said that Rainbow would never do those horrible things to anypony, she heard her utter a few haunting words.

_"But I already have."_

Applejack collapsed on the spot, bursting into tears. Countless times, Rainbow had saved her life, her friends' lives, and even the lives of ponies she didn't know. But when Applejack finally had the chance to save her, to keep her friend's rainbow mane flowing in the wind, to pull her out of the nightmarish path that led to her horrible death…..

Applejack couldn't save her friend.

**Pinkie Pie POV**

Pinkie Pie paced around her room in Sugar Cube Corner, strangely not lifting a hoof to help Mr. and Mrs. Cake with the food preparations for Rainbow Dash's funeral. Her hair, which was normally poofy and frizzy, was now straight as can be. It simply drooped down over her face, hiding her tear stained face as she looked out the window at the amber evening sky. Pinkie desperately waited for a sign of her friend—perhaps a knock on the door, a fast wing beats nearby, or a rainbow streak in the distance. Pinkie wanted that so badly, but deep down, even she knew that it would never happen again.

"Oh Rainbow Dash…." Pinkie cried. "You promised that today we were going to pull some pranks…." _And nopony breaks a Pinkie Promise! _Her locked-away happy self said.

As she sat next to the window, eyes pinned to the sky, something caught her eye out in the distance. The first star was out, and it was constantly blinking at her, almost winking like it wanted her to wish upon it. Pinkie Pie wistfully stared at it, and made up her mind. She went to her bed and pulled the covers over her.

"Oh Evenstar in the evening sky," Pinkie whispered, tears flowing down. "Help me now so I won't cry…"

With that, Pinkie Pie fell into a deep slumber.

_*Flashback*_

_Pinkie Pie was happily bouncing down the road after just having the BEST. PARTY. EVER! Her own friends had planned a surprise party for her, and that was why they'd been avoiding her like a bunch of meanies lately. Pinkie had originally thought that they didn't want her to be their friend anymore, and that they didn't like her parties. The idea now sounded so funny that she would actually giggle every time it surfaced in her brain. Pinkie kept on bouncing back to Sugar Cube Corner, when she heard a rush of wind and a thud behind her. She turned around and smiled._

_ "Hey Rainbow Dash!" Pinkie Pie said, excited to see her pranking partner. "What's up?"_

_ Rainbow Dash laughed. "Oh, nothing much. I just thought I'd walk home with you for a change, instead of flying."_

_ Pinkie Pie gasped. "But you LOVE flying! It's like, your life's dream! After all, that's why you got your cutie mark from flying!"_

_ "I know, I know, but I've been feeling weird lately, about flying." Rainbow Dash said, and a small break in her confident look flashed. Just as quickly, it disappeared, however, so Pinkie was sure that it was just her imagination. "You don't mind me walking with you, do you?"_

_ "Of course not, Rainbow Dash, you silly filly!" Pinkie giggled. "You can do whatever you want with your pal Pinkie Pie!" She once again saw that break in Rainbow's stature, but dismissed it once more as her imagination. Besides, Rainbow Dash was the bravest pony around. Nothing could bother her. They walked on—well, Pinkie bouncing on, really—and the two of them chatted about the pranks they pulled, the parties they rocked, and the times they shared._

_ Rainbow Dash suddenly fell silent. The two trotted along, with Pinkie doing most of the talking now. Suddenly, Rainbow spoke. "Pinkie Pie, would you ever forgive me, if I did something terrible?"_

_ Pinkie Pie let out a huge gasp. "Uh, DUH! But why are you asking me this? Did you do something wrong?"_

_ Suddenly, Rainbow Dash's eyes filled with malice and her face contorted to a cruel snarl. Almost all too quickly, she shouted, "No! Of course not!" Pinkie Pie backed away, an unsure and scared look on her face. Her friend seemed to have become a completely different pony. Seeing that Pinkie Pie was frightened, Rainbow Dash's features changed, and those violet irises were kind once more. Immediately, Rainbow Dash felt a pang of guilt in her chest, and her head hung. "Sorry Pinkie Pie….but really I haven't done anything wrong." Pinkie thought otherwise; those last words sounded like the rainbow mare was trying to convince herself more than her friend. Seeing that it troubled her, Pinkie decided to press Rainbow a bit._

_ Pinkie cautiously stared at her friend. "Okie dokie lokie….anyway, what's bothering you?"_

_ Rainbow Dash let out a huge depressing sigh. "I really don't know. I just now feel that what I do is just a routine. You know me; I hate routine. It's just so terrible and so…everyday-is-the-same kind of thing. I want to break free from it."_

_ Pinkie thought for a second. "Is it a trick that you can't get down?"_

_ "Well…..in a manner of speaking, yeah."_

_ "Then it can't be too hard!" laughed the bubble-gum pink earth pony. "You're Rainbow Dash! You can do just about ANYTHING!"_

_ Rainbow suddenly stopped walking and stood, staring at the bustling city of Cloudsdale above. "Anything, huh?" Her brows furrowed, and her rainbow mane flew in the wind. Suddenly, a smile broke out. Rainbow Dash turned back towards her friend. "Thanks Pinkie! Thanks for keeping me company and all, but I gotta fly!"_

_ Pinkie Pie was dumbfounded by Rainbow Dash's unusual act of randomness, but smiled back at her friend. "Sure thing Dashie! Anytime! Oh, how about a couple weeks from now, you and I get together and pull some pranks?"_

_ Rainbow Dash laughed. "Sure thing, Pink. I'll be there!"_

_ "Pinkie Promise?" She replied, a glint in her eyes._

_ Rainbow rolled her eyes, but smiled at the random bubble gum pink pony, and chanted in unison with her friend, "Cross my heart and hope to fly, stick a cupcake in my eye!" Then their eyes met, and they laughed. _

_ With that she flew off into the great wide blue._

_*End of Flashback*_

Pinkie Pie stirred in her sleep, starting to feel happy once more. Warmth spread throughout her body, and her hair started to regain its former spunkiness. The memory of that time, when the two of them bonded to each other by an unbreakable promise, made her heart's wounds start to bind. This dream was what she wished for….something to help her stop crying. Pinkie smiled, and her thoughts flew to Rainbow Dash's words that day.

_"Pinkie Pie, would you would you ever forgive me, if I did anything terrible?"_

Her hair now back to cotton candy quality poofiness, Pinkie smiled sadly in her sleep. She thought about what Seed told them, and said, "It's okay Dashie….I forgive you."

**Rarity POV(this is going to be bad, so don't flame too much….)**

Rarity let out yet another sigh as she tried to fit another corsage together for the umpteenth time. Materials lay strewn across the floor; she'd been at this for two days now, and she was nowhere close to completing her task.

Twilight said that according to what Rainbow Dash preferred and what her book said, the attendees of the funeral had to wear a corsage or a boutonnière. Strange that such a pony as Rainbow would require such a feminine and formal thing. Perhaps it was just tradition. Seeing as the only ones attending the funeral are the five friends plus Seed, so she only needed five corsages. Seed already had a boutonniere to wear—or so he said. Twilight explained that they needed to match the pony for whom it was created for, so Rarity set about the challenge of making just that—five corsages to match the loyal daredevil.

Rarity barely slept for the past few days. Her usually well-kept mane was frizzy, her mascara smeared from crying. In short, Rarity felt she was a fashion disaster, but that was nothing compared to the feeling of losing her friend. And yet, all she could think of was the times she wronged Rainbow Dash—specifically during the Best Young Flyer Competition. So much time had passed since, and Rainbow Dash said she'd forgiven her a long time ago, but it still pained the unicorn's heart to think that she treated a friend like that. _For someone who is supposed to represent generosity, that was a rather selfish thing to do_, Rarity thought depressingly. With that, she let out a huge yawn, and threw away yet another failed corsage. Struggling to keep her eyes open, Rarity soon however gave in to dark slumber.

_*Flashback*_

___Rarity was complaining. Again._

_ But why shouldn't she? Rainbow Dash wouldn't let her fix the messy pony's mane, and that desperately needed a good unicorn's touch._

_ "But Rainbow Dash!" Rarity whined. "The Gala is coming up, and you need to look your best!"_

_ Rainbow Dash rolled her eyes. "I can just fix my hair on the day of the Gala. I don't have to do it four horse-flipping days in advance!" Rarity fell silent for a few seconds. The mare _did _ have a point. But still, how could she stand to march around Ponyville with her mane in such a horrible state? Rainbow often reasoned that it was because she was a pegasus and she flew a lot, so this style made her more streamline. Rarity would then in turn say that Fluttershy had a stylish way of doing her mane. Rainbow would counter by giving her violet irises another tour of her eye sockets, and say, "Yeah, but she doesn't fly like I do, or as much as I do. She sticks to the ground."_

_ Rarity would at that point give in…..at least until the next opportunity of attack._

_ Anyway, Rarity once again gave in. "Fine, you win again." Rainbow Dash simply sniffed and swished her tail, knowing that the victory was only temporary. "At least let me make you something."_

_ "Rarity! You already made me an amazing dress set for the Gala." Rainbow protested. "Anything more would just make me look too—too girly!" Obviously to Rainbow Dash, that word was synonymous to "uncool"._

_ "Please? Oh pleasepleasepleasepleaseplea seplease—"_

_ Rainbow groaned. "Rarity!"_

_ "Pleasepleasepleasepleaseplea seplease—"_

_ "FINE!" Rainbow screamed, simply to stop the incessant whining. "But, it's got to be simple yet undeniably cool."_

_ Rarity cheered in victory. "I've got just the thing!" She walked over to her many chest of jewels, and used her magic to open up her most impressive collections. Rubies, diamonds, sapphires, emeralds—you name it, and Rarity's got it. The jewels sparkled in Rainbow's eyes, but her eyes didn't sparkle back. The precious stones just seemed too….much. They were especially too girly, too. Rainbow Dash wanted something more—her. Her eyes drifted until she came upon a closed box._

_ "Hey, what's in this one?"_

_ Rarity looked at the box Rainbow was pointing at. "Oh dear, I completely forgotten about that one! It's full of opals, Rainbow Dash. Rather boring stones, if you ask me. I collected a bunch for a client, but never used them all."_

_ Rainbow Dash opened the box and stopped breathing. _

_The opals were _beautiful_._

_They didn't have the pizzazz of the other stones, but they made up for that in variety. Each rounded oval gem was made of all the colors of the rainbow—just like her mane. Rainbow Dash knew that this was the jewel for her._

"_This is it Rarity!" Rainbow cried. "I want these."_

_Rarity gasped in shock. "But-but Dash, those are just so….boring! How could you want those? They have practically no shine!"_

"_Rarity, my good friend," Rainbow Dash chuckled. "You have much to learn when it comes to me. These represent me. They don't seem special, but to somepony they have meaning. I wasn't anypony special when I was a filly. Heck, I could barely fly! But one day I boomed—or more specifically, Sonic Rainboomed—and became the thing I am now: the best flier in Equestria." She shook the box again. "Besides, they match my mane!"_

_Rarity's jaw dropped. Rainbow just gave a fashion tip. She thought this day would never come. Her eyes rolled back and her feet grew week. Rarity then comically fainted to the floor._

"_Uh….Rarity?"_

"_Urhmmm…."_

"_Ooookay…I think I'll just go now."_

_*End of Flashback*_

Rarity smiled as she remembered that day. It was indeed rather funny. Then a small tickling sensation came upon her nose. She tried to blow it off, but it persisted. Annoyed beyond belief now, Rarity opened her eyes, and gasped.

It was a single cyan feather.

She stood up at once, shocked to see a feather that was exactly like the ones on Rainbow Dash's wings. Rarity was sure she didn't have any here at the shop, so where did it come from?

Suddenly, a gust of wind blew from the morning light outside, and the feather flew off of her nose.

"Wait, Rainbow!" Rarity cried, not thinking for a moment that it was strange to call a feather by name. The feather flew further away, out of Rarity's grasp. Tears began to leak out of her eyes once more; surely this was a sign from her deceased friend. The feather suddenly stopped flying and began to droop down, till it fell on a box—more specifically, the box Rarity kept her opals in.

Rarity at once stopped and covered her mouth with her hoof. Rainbow had once again told her what she wanted.

"_Besides, they match my mane!"_

Rarity felt a warmth within that she hadn't felt in weeks. She smiled, and got to work.

About twenty minutes later, five opal corsages laid across Rarity's work table, glistening in the morning sunrise.

**Fluttershy POV**

Fluttershy half-heartedly got up to go feed her chickens. They clucked away in the growing daylight, but the pegasus wasn't even listening. She was in another world. When she got down the stairs, she spotted Hate Seed still snoozing away on her couch. Looking at the silver winged messenger, Fluttershy's mind went into deep thought.

Perhaps Rainbow Dash was always right. Was Fluttershy too much a push over? Should she be more assertive? All Fluttershy wanted was for everyone around her to be happy….but now that her spirited rainbow friend was gone, that seemed like a harder task than making a super tornado.

The thing that haunted Fluttershy the most about Hate Seed's story was why these fillies were…_grinded to pieces, _asSeed put it. All because they failed their flight test. She shuddered, and realized how close she came to being one of those ponies herself, had it not been for her loyal friend, Rainbow Dash. As the memory swooped over her, Fluttershy lost awareness of all things around her and simply stood, mind entranced by the past.

_*Flashback*_

_ Dread filled her heart as soon as she saw the judges above, waiting to pass judgment on her. Fluttershy had hoped that this day would never come, but alas it did._

_ The day of the infamous Flight Test._

_ Pegasi who failed supposedly were never heard from again, banished to some far away land. Fluttershy doubted whether the rumor was true, and her mind filled with images of an icy, snowy wasteland. No animals around whatsoever, no friends to be with. That was her fate; there was no way that such a weak flyer like her could pass. Fluttershy began to walk over to the forfeit spots, when a hoof was felt on her shoulder._

_ "Just where do you think you're going?"_

_ Fluttershy turned to see a multi-colored mane, a stark cyan body, and frowning violet eyes boring through her. "I-I was just going to…"_

_ Rainbow Dash snorted. "Oh no you don't! Fluttershy, you've got to at least try!"_

_ "But Rainbow Dash, everypony knows that I'm the weakest flyer to ever come out of Cloudsdale!" Fluttershy cried softly. "There's no way I could fly in front of the judges. I might as well give up."_

_ Rainbow Dash's eyes grew fiery, and her cutie mark flashed in the sun. "You're telling me, that just because you don't think you can do it, you want to just GIVE UP?!" Those last words came out as a scream. Everypony in the area fell silent. Fluttershy began to feel queasy inside; everypony was watching the two of them. _

_ "Rainbow Dash, please…they're staring at us." The yellow mare pleaded._

_ "No! I'm not going to let you do this!" Rainbow Dash snorted, still yelling. "You made it this far in flight school with me, and by the hair on my mane, I WON'T LET YOU JUST END IT LIKE THIS!" Tears began to form in Fluttershy's eyes; she never liked being yelled at, but now she just felt downright ashamed. _

_ "R-rainbow, please…you're scaring me…" Fluttershy sobbed._

_ Realizing that she was close to breaking point, Rainbow quieted down, feeling remorseful for what she'd done. She just caused one of her closest friends to break down to tears. Rainbow Dash cleared her throat, and made one last plea. _

_ "Please Fluttershy, think about your dream!" Rainbow said, putting as much emotion into her words as possible. "If you just quit, all of the animal friends you made will never see you again….."_

_ Fluttershy, sobbing so much that she couldn't even speak, simply just shook her head. Not even her own dreams could push her enough to do this. Rainbow Dash, realizing this, gulped, and played her final hand._

_ She sighed, and said, "Fine….but if you quit, then I'll too. I can't let you back out of this alone. I couldn't call myself your friend if I didn't do otherwise. But do you know what that would mean, don't you?" Rainbow Dash said, her words soft and pleading. "It means that not only will you have given up your dreams, but you made me give up mine….my dreams of ever racing with the Wonderbolts, of flying…..of ever doing anything." Rainbow's eyes began to tear, hoping that this would reach her friend. "Please Fluttershy…..please just try to earn your wings."_

_ Through her tears and sniffling, Fluttershy felt a fire start to flicker inside her, then consume her. How could she have caused her friend to cry? The kind, loving Fluttershy just reduced the toughest mare around—her friend—to tears. That fire, once kept low by the rains of despair within her, suddenly was stoked by the winds of anger—anger at herself._

_ "Rainbow Dash." Fluttershy said, her words firm and loud._

_ Rainbow looked up, eyes teary and hopeful. "Yeah?" She looked up into eyes, that just moments before were full of hopelessness—eyes now filled to the brim with burning determination._

_ "Let's go earn our wings."_

_ All that could be heard after that was the sounds of wind being cut by speeding wings, the sounds of triumphant cries of victory, the sounds of unrestrained laugher—the sounds of two friends, earning their wings._

_*End of Flashback*_

Fluttershy's eyes opened, as pure joyous laughter echoed throughout the room. At first, she couldn't tell where it was coming from, but after seeing Seed sprawled on the floor gawking at her in shock, Fluttershy realized that the laughter was coming from her. Immediately, the pony doubled over and her guffaws increased, tears of happiness now flowing down her face.

"Um…Fluttershy, you ok?" Seed asked, his eyebrows raised at the normally meek mare.

Having finally calmed down, Fluttershy stood up straight, and smiled. "Yes, I am, thank you for asking."

Seed continued to stare at his new companion. "Uh, bad dream?"

"Well," Fluttershy said, grinning to herself. She looked outside, and saw the most magnificent rainbow. "You could say I just earned my wings again."

With that, she went to her room to change into her dress, leaving a silver pegasus standing in complete bewilderment, wondering what in Equestria had just happened.

**Hoy Crap.**

**Please tell me I'm not the only one that cried.**

**I'm sorry, but all of these—especially Applejack's and Fluttershy's—were so hard to write because I had to really express the sadness within each of them from losing a friend. I'll admit that I cried halfway through. But, it's nowhere near as sad as My Little Dashie.**

**Speaking of which, have any of you guys read that? I read it, and it is thus far the only literary piece that I've read to have reduced me to tears. If you don't cry from reading My Little Dashie, you have no soul. I really suggest reading it.**

**Anyway, thanks for reading, and I promise to get the next chapter up soon!**

**Cheers,**

**sayWHAT96**


	4. Awoken Ch 4: Loyalty (part 1)

**Chapter 4! Yay! I am really excited for this one, but there's really no real reason for it. I just like writing this fic. Hopefully y'all are enjoying it as much as I am. Anyway, I won't stall anymore. Onward!**

**Cheers,**

**sayWHAT96**

**Hate Seed POV**

Seed shielded his eyes as the sun bore down on him. He once again breathed in the crisp morning air, enjoying the feel of it. This was definitely better than the air back in the factory. There was just one problem.

There was no Rainbow Dash to share it with.

Seed just sighed at the thought now, having spent all of his tears. Still, at least Rainbow's friends seemed to have gotten better over the past few days….with the exception of Applejack. Seed felt for the mare; he knew from what Dashie told him that the two of them were best friends. They shared many an adventure together, the good, the bad, and most definitely the ugly. Without Rainbow Dash, Applejack just didn't seem complete anymore. It was like someone had taken the ink out of a pen. The look of despair and sorrow in those green eyes caused a break in Seed's heart. Guilt filled that break, even though Dashie said herself that it wasn't his fault.

Whistling coming from above snapped Seed out of his thoughts. Strange. Fluttershy, who had seemingly been the most broken after AJ, seems to be just fine now. Seed still was completely dumbfounded as to why the pegasus had been laughing herself to near Pinkie Pie proportions just minutes earlier. And that line she replied with? That made _no_ sense at all. Perhaps it was just stress? Seed felt otherwise; he saw the look of relief and healing in her face, and he knew that she had gotten over her depression. _While Fluttershy may be the weakest, she is most definitely the strongest,_ as Rainbow Dash once told him. She said that when it came down to it, if riled enough, Fluttershy was a force to be reckoned with. Apparently she yelled down a full grown dragon before because it hurt her friends. Seed shuddered, and hoped that _that_ Fluttershy wouldn't turn on him.

Suddenly, hoofsteps were heard in the distance. He turned to see the other ponies trotting over. He tried for a smile, and approached them. "Hey guys. Rough few days?"

Applejack seemed to just glare at him. "Yeah. Not that you'd know."

"Applejack!" Rarity gasped. "What are you saying?"

Applejack whinnied, and shouted her response. "I'm just saying that if _he_ hadn't come down here to Ponyville, we might not be in this gigantic mess!" Seed immediately backed away, not expecting this kind of morning welcome. Surely, Applejack didn't blame him for Rainbow Dash's death, did she?

"Applejack, you're being utterly ridiculous." Twilight said, not looking up from her copy of _A Pony's Guide to Pegasus Funerals_. "If anything we should thank Seed, because if he didn't tell us what happened, we would still be wondering where Rainbow Dash was!" Hate Seed felt utterly queasy, scared of the argument he had caused. Rainbow Dash said that her friends rarely fought….and yet—

"I'd rather keep on wondering than have to make the apple juice for my own friend's funeral!"

"Just be grateful we can even have a funeral at all!"

Applejack let out a sickly laugh. "So, you're glad she's dead, aren't ya?"

Everypony backed away from the two, feeling the tension in the air build up. Twilight finally dropped her book, a horrified and angry look etched on her face. "What?! How could you say that?!"

"Well, for one, there's all this funny business about you being the only one knowing what to do for the funeral." Applejack retorted. "Then there's the fact that all you've done is boss around without so much as a 'please' and a 'thank you'! I reckon that now that Rainbow Dash is gone, you think you can finally lord it over all us Ponyville folk!"

Twilight just stood there, mouth agape in shock. Applejack had never had an outburst like this. "I-I….I would never think that! You guys are my friends. I love you like a family!"

"That's a load of mule dung!"

Seed watched this exchange, hopelessness rising from his heart. This is just what Dashie had feared…that her friends would become….broken. This fear had come up repeatedly during their conversations, and now it was unfolding before his very eyes.

Applejack pointed her hoof at Seed, while still glaring at Twilight. "This pony's brought us nothing but trouble! How do we know he ain't lying?"

Twilight barked back an answer immediately. "The story he gave us made complete sense! Rainbow Dash is gone, Applejack! Why can't you just realize that—"

The rest of her sentence came out as a surprised yelp as Applejack hind hooves connected with Twilight's mouth. The orange mare was breathing heavily, tears burning in her eyes. "Don't you _dare_ say that! We don't know that Rainbow Dash is dead! She's still out there somewhere!"

Twilight got up, murderous intent in her eyes. A bolt of magic flew from her horn, striking her friend in the chest and sending her back into the bushes behind her. "Applejack! You can't keep thinking like that! Whether we like it or not, Rainbow Dash is gone, and you have to accept that fact! If you don't…." Her horn glowed again once more, this time with a more black, sinister color. Twilight's eyes flooded with light. "_I'll make you._"

The cowpony had staggered up, defiance written all across her face. She let out a snort, followed by Twilight giving her a beckoning gesture, as if to say, _What're you waiting for? I'm read! _Applejack screamed an angry cry and charged. Twilight then responded back, shooting black lightning at her. Rarity pulled away, too scared to watch. Pinkie Pie dove under the bridge, hoping to avoid the blast. Fluttershy flew back into her home, cowering behind its walls.

Seed could only stand there as the two friends, once close like sisters, let out their death cries and threw all they had at each other. His eyes wouldn't close, his heart frozen in place as time slowed. Lightning arched at Applejack, who simply stared defiantly at them and kept pushing forward. Seed wanted to look away, but something held him there. He couldn't do anything as the two friends were about to kill each other.

Suddenly, a brilliant flash of light came from Seed's hind flank, just like in his dream with Dashie. A ball of cyan blue energy flew out from it and engulfed the two friends. Twilight's spell was broken, and Applejack's charge was stopped. The ball just held them there for a moment, before dropping them. Seed looked continually back and forth between his hind flank where his cutie mark was, and at the two ponies in a heap before him. The other three came out, equally bewildered.

"What just happened?" Applejack said, groaning in pain.

Twilight shook as she got up. "I…I smelled something, while in that ball of light…it smelled like Rainbow's mane…citrus…"

Applejack began to cry. "I smelled it too….but…how?"

Seed just closed his eyes and tried to make sense of the situation. Nothing came to him until there was a burning feeling on his flank, causing him to scream and jump in the air.

"Holy horse apples!" he yelped. He spread his wings and caught himself in the air before he could fall. He turned to see that his cutie mark, once two twin scythes crossed in an x-formation, was now something else….more specifically….

"Whoa!" Pinkie Pie said, amazement in her voice. "It looks just like Dashie's!"

So it did. Everything was right, from the lightning bolt colors to shape of the cloud. But….how? Seed turned to Twilight, hoping for answers, and his heart fell further when he saw her eyes filled with fear. She then said something that completely changed the gravity of the situation.

"We need to see Princess Celestia. Now."

**Twilight Sparkle POV**

The six of them rushed into the library, Twilight and Seed ahead of the pack. Twilight turned and kicked the door open, startling the purple dragon inside, causing him to drop the books he was organizing.

"Twilight! Why can't you guys just knock?" Spike complained, rubbing his arms where the books hit.

Twilight simply walked past him, deep in thought. "Not now Spike….we need you to take a letter to the princess." Immediately Spike saluted and grabbed a quill and scroll, standing at attention, ready to write. The others stopped and sat down where they could, taking a moment to rest.

Twilight cleared her throat, and started to speak. "Dear Princess Celestia….There has been a strange matter of magic regarding your loyal subject, Rainbow Dash. The thing is…she is d-dead, and something happened just earlier that I could not explain. In order to tell you all of the details, I humbly request an audience with you immediately. I hope that you'll be able to help us, because right now…without Rainbow Dash…we're more broken then we've ever been. Please, I beg of you, answer quickly. Your faithful student, Twilight Sparkle."

Spike finished scribbling her last words, then rolled the scroll up and blew his enchanted green flames over it. It burned into ashes, then flew out the window and away to Canterlot. Almost immediately, Spike's cheeks puffed up as if he was sick, and he belched out another scroll, whole and sealed with the royal coat of arms. He opened it, and everyone gathered around behind him to read the few words written upon the parchment.

_My dearest student Twilight Sparkle,_

_Come see me as soon as possible. Bring your friends as well, and we'll discuss this in my office. _

_Your Mentor,_

_Princess Celestia_

Twilight threw the scroll down, and began packing her bags. "C'mon, guys. You heard what she said. We need to get there now."

"Now wait just a minute." Applejack said, frowning. "How in Equestria are we going to get to the princess in lickity-split, just like that?" Twilight simply ignored her, and closed her eyes. Her horn glowed, and everyone in the room except Spike started rising in the air. A flash of light filled the room, and when it subsided, they were gone.

Twilight concentrated, knowing that if she lost focus, she and her friends would be lost into the abyss of the Nexus. This, as Princess Celestia explained, was the fastest type of teleportation magic anypony could attempt. However, it was also the most dangerous. The Nexus was the only way to teleport a large group of ponies, but it was rarely attempted because of the danger involved. The Nexus was where the darkest and most evil creatures were locked away, in a place where time and space had no meaning. If a unicorn had enough magic, she could use it to travel anywhere. If the will of the unicorn failed, she and those with her would be left to the devices of the monsters locked in the Nexus, which meant certain death even for alicorns like Princess Celestia or Princess Luna.

As she and her friends flew through the abyss, the demons locked by the spells holding them back sent out their magic to attempt to break Twilight. The magic hit Twilight like a brick wall, causing their progress to slow. Her knees shoo as they filled her mind with the horrible images of how Rainbow Dash died….her final cries of agony and regret as she was sucked into a machine that tore her apart…..the battle in her mind between the loyal pegasus and the cruel taskmaster….Twilight's eyes began to tear, and the glow on her horn flickered. She couldn't do this; she would end up failing her friends, her master, herself….then she felt a hoof on her shoulder. She turned to see Seed—but not just Seed. She saw Rainbow Dash.

His determined look gave her a feeling of relief and nostalgia that made her tears flow freely. It was the same look Rainbow Dash would give her when she had a great task before her, a look of unwavering loyalty that said, _Hey. I know the going's going to be tough, but no matter what, I'll stay with you, till the end if necessary_. Immediately, Twilight's heart filled with courage, and her horn glowed brighter than before. She turned back to face the dark creatures, who hissed at the light of her magic. They clawed at the bubble protecting them, only to be deflect by cyan bolts of lightning….crystal liquid flowed from Twilight's eyes. Rainbow Dash never abandoned them in life, and even death wouldn't stop her. The bolts weren't Twilight's doing. She saw the silver stallion next to her also deep in thought, concentrating to fend off the beasts. This only confirmed her suspicions further.

Suddenly, bright light surrounded them, and the six ponies flew from the dark Nexus and into the bright study of Princess Celestia.

**Narrator POV**

The princess herself was standing next to the window, shocked by the sudden appearance of her student and her friends.

"Twilight!' Princess Celestia gasped. "You didn't use the Nexus, did you?!"

Twilight looked up weakly at her teacher. "I-I had no choice. Any other form of travel would have been to slow."

"I said come here as soon as possible, not immediately." Princess Celestia said. "You should've just taken the train." She stopped her lecture, however, when she saw how weary everypony was.

The princess looked over her six subjects, and knew immediately why they took such a big risk. The looks in their eyes, the shattered hope….it was as if they each were now made of thin glass—save one. The silver pegasus standing next to Twilight had a saddened determination about him, and a familiar spirit resided in his eyes. Suspicion rose in her mind, but she couldn't confirm it until she heard the full story.

Princess Celestia used her magic to soothe the crying five, and they immediately stopped sniffling. "Now…I understand that you ponies have been through a lot, not just from getting here…I apologize, but to help you, I must hear the whole story." Her gaze fell on the only pony who hadn't been crying before—Hate Seed. Princess Celestia nodded, beckoning him to begin.

Seed cleared his throat. "This is going to shock you princess, but this has been going on for years now. Do you know how rainbows are made?"

Princess Celestia frowned, and said, "Why yes. By a request from the Cloudsdale Weather Corp, a select group of unicorns was sent to use their magic to make spectra. What does that have to do with anything?"

"Well…" Seed said. "That isn't how it's done." He then delved into the tale of the Rainbow Factory and the true process of making a rainbow. He described it in almost painful detail. "First of all…the Rainbow Factory is a secret building kept hidden even from you, Princess. It is a place few ponies know about, and the only ones who do know about it are the ones working there, and the six ponies sitting before you." Dread filled Celestia's heart, for she knew the tale was going to take a sinister turn. Seed began the next part of his story. "Most people believe that if a filly fails the flight test, they get sent off, banished to an icy wasteland." Celestia nodded, remembering the negotiations of that day.

Seed's face grew dark. "However, that's just a cover. The place they really get sent to is the Rainbow Factory, where they get used to make rainbows."

"What?!" The princess cried, now standing in outrage. "Child labor, in my kingdom?!"

"No, princess, you misunderstand my words…" Seed said, tone softening. "When I say they get used to make rainbows….they literally get _used_." Confusion was spread across Celestia's face, slowly being replaced by angry horror. The other five ponies simply looked at the ground, having heard the terrible tale once already. Seed swallowed, and tears began to form in his eyes. "The fillies…they get chained to machines. These machines slowly pull them apart, and grind them to pieces, turning them into the purest form of spectra."

The regal eyes of the princess were blurred with water; surely it couldn't be true? Celestia spoke the question in her mind, though she knew the answer already. "What…what are you trying to say, Seed?"

"Princess Celestia," Hate Seed said. "Rainbows are made by grinding up any filly who fails the flight test, turning them into the spectra in the arches of color we see in the sky."

Anger seethed through the Princess, and she had to collect her thoughts and calm down before she could speak again. "Go ahead, continue."

Seed swallowed, knowing the next part would be the hardest. He took a deep breath, and told her of the fateful day that Scootaloo failed her flight test, and as a result was sent to the Factory that he worked at. He told her how Rainbow Dash was the manager, and how the spirit of two fought within her. Seed described to her how the Scootaloo had almost escaped, only to be surrounded by factory workers. He told of how Rainbow Dash tortured the poor filly once she was caught, and how her mind dissolved to insanity because of it. His voice choked when he got to the most important part of the story….how Rainbow Dash died. Seed's voice was shaky as he described her slow and painful death. He told how Dr. Atmosphere came in, and told them to cover this up, and then cold-heartedly finished off the already dying Scootaloo.

"After that, something inside me broke." Seed said, voice a mere croak. "I realized how wrong it was, what we were doing, and I had to escape. So…I broke out of the Rainbow Factory, came to Ponyville, and the rest you know."

The princess, having regained her composure, looked at Twilight, who had her hoof raised as if in class. "I think not. There is still a bit left to your sad tale, isn't there, Twilight Sparkle?"

"Yes, princess, there is. Before we came here…Applejack and I got into a huge fight, and we almost killed each other." Twilight said softly. "But then, right before my spell hit Applejack, this ball of cyan blue light hit us and engulfed us….the light…it smelled just like Rainbow Dash's mane…the scent of citrus." Applejack, who stood next to Twilight, choked on tears as she remembered that smell.

Applejack broke in. "Then, after stopping our attack and keepin' us afloat for a few, it just dropped us on the ground. Nopony knew what had happened. That was when something weird happened to Seed, here."

Seed glanced back at his hind flank, warmth filling his heart when he saw that red, blue, and yellow cutie mark. It somehow calmed him, and gave him a sense of….duty? He wasn't sure, but he knew he just couldn't leave these six. Not until the job was done.

"His cutie mark changed, didn't it?" Princess Celestia said, eyes trained on Rainbow Dash's mark.

"How did you know?" Twilight said, surprised.

The princess smirked. "Well, for one, Seed has been staring at it for the past minute or two. And two….you know why I know."

Twilight's heart fell. "It's…it's the story of Eclipse, isn't it?"

Princess Celestia nodded. "Indeed, my student. This is going to be a long and complicated story, my little ponies, so…." Her horn glowed and six chairs appeared. "Why don't you have a seat?"

Once everypony was comfortable, Celestia took a deep breath and began. She looked at each of them in turn, and said,

"Let me start out by saying this—the Spirit of Loyalty isn't dead."

**Aaaaaaaaaaaaaaaaaaand BAM! Yet **_**another **_**cliffy! I'm such a jerk. But hey, it gets the job done, no? **

**So a few things about this chapter. It was originally supposed to be the funeral chapter, but then I realized that I missed a VERY important thing, and that was something I wrote in chapter 2:**

Seed grinned in return, and began to pull away. Then, he was pulled back, and Rainbow once more kissed him on the forehead. A sudden flash occurred on his hind flanks, and Seed started to drift away, wondering what the rainbow mare had done.

"Don't worry. It's just a little parting gift, to you and my friends." Rainbow Dash said, giving him her usual impish smirk. "Good luck, Seed. I'll be watching from inside your heart."

**So that was a huge part of the story that I COMPLETELY forgot. It was the whole cutie mark change, and the next chapter will explain how that's even possible. **** So, hope y'all enjoyed reading this as much as I did, and I'll see ya next time!**

**Cheers,**

**sayWHAT96 **


	5. Awoken Ch 5: Loyalty (part 2)

**Chapter five everypony! A lot of people said they didn't quite understand the cliffy at the end. If that's true, then I did my job well. Don't worry guys, it'll get explained this chapter. Some others also say they want me to post on fimfiction, but I have a reason why. While I do have an account under the same name on fim, I don't want to upload the story until it is complete. I just want the chance to get feedback first so I can put it up there perfect as can be. Also, does anyone know how I could get a story to be posted on Equestria Daily? I think that'd be a great way to get more readers. Tell me what y'all know!**

**Cheers,**

**sayWHAT96**

**P.S. If you like Artemis Fowl stories, check out TheStagProphet. Stag writes good stuff, but his publicity is too low. He deserves better! So go and help out a fellow Brony and writer!**

**Narrator POV**

"Let me start out by saying this—the Spirit of Loyalty isn't dead."

Everypony stared at Princess Celestia, who simply returned with a look of sympathy.

Fluttershy spoke up. "But, Princess Celestia…Rainbow Dash is dead." The mare had a confused face, as did the other five. "How could you say she's not?"

"Well, we're talking about two different things here, Fluttershy." Said the princess. "You are talking about Rainbow Dash, whereas I am talking about the Spirit of Loyalty."

"Pardon me," said Rarity, polite as ever, "but aren't the two one and the same?"

Celestia closed her eyes, and her horn glowed once more. An image of Rainbow Dash and the necklace of Loyalty appeared beside her. "You see my little ponies, while your friend was the embodiment of Loyalty, the spirit itself is not restricted to that one pony. If it had been, the Elements of Harmony would've died out a long time ago. It is time you know my story."

Princess Celestia's horn glowed once more, and the room disappeared, leaving them in a giant star-filled abyss. The six ponies huddled together for warmth, even though the temperature didn't change. Twilight was the only one without a look of wonder on her face, as she already knew what the princess was about to say.

Celestia cleared her throat, and began. "Many years ago, before any of you were born, there was but one alicorn and one alone: King Eclipse the Immortal." An image of a regal alicorn with a warm smile and calculating eyes appeared behind the princess. "He was a great king, one who ruled Equestria justly and wisely, with the aid of his powerful magic and understanding. King Eclipse was the original embodiment of the six elements, and he alone controlled all of their power. He soon realized, however, that the six elements within him were at risk every time he went into battle to protect his kingdom." An image of the elements appeared, and they began to shake and shudder. "King Eclipse realized that if he died, the elements would have nopony else to pass on to, and chaos would take over the land. Thus, he chose two students out of the whole kingdom, two sisters, to be exact. One, the eldest, was a unicorn, gifted in the art of magic and all things arcane. The other was a pegasus whose flying abilities were matched by no other." The next picture showed two ponies, one who was white as snow, and another dark as the night. The ponies looked up at Celestia in awe, and she smiled. "Yes, my little ponies, the two sisters were indeed Luna and I." The next image that showed a burning town, and two small fillies crying. One was a white unicorn, and the other was a black pegasus. They were huddled together for comfort, until the king walked up behind them, shocked at the sight of the two sisters.

"King Eclipse had found us as fillies after a great battle in the now forgotten city of Maresoneus. Our parents had been killed in the battle, leaving us alone in the wake of war's horrors. Whether it had been done by his side or by that of the enemy, the king didn't know, but he felt guilty that our family had been shattered by his war. He decided then to take us in as his own children and teach us all he knew. King Eclipse saw something in us that day—the ability and will to wield the Elements of Harmony." Princess Celestia paused for breath, and then continued. "He trained us, me in the art of magic and Luna in the art of war, until we had learned all he had to teach. We soon fought side by side with our master and father, charging into battle. Still, he knew that the only way for the elements to pass on if he died was with his will in our hearts. King Eclipse hoped that it wouldn't happen, so that such a huge responsibility—ruling an entire kingdom—wouldn't have to fall upon our shoulders."

Celestia's face darkened suddenly and she took a moment to change the image to one of a fiery crimson eye boring down on them. "That however, was changed when a new enemy arose, one who controlled a power that matched the Six Elements. It was the Dark Dragon Armageddon." A chill filled the room as a sinister laugh flooded their ears. "Armageddon was a dragon whose heart was blacker than night, a fire drake whose mere presence could drive many a pony to lose their minds. He had powers that we call 'The Downfalls', which were elements opposite of Harmony." The image changed once more to show six sickly balls of green fire. "There were six of them—the element of Cruelty, the element of Envy, the element of Betrayal, the element of Insanity, the element of Deceit, and the element of Chaos. Armageddon was amassing an army to the east, and the king knew it was just a matter of time before he attacked Equestria."

"One fateful day, many ponies came running into Canterlot, weeping and crying tales of a sinister army that destroyed their homes. They fled from their land to find haven in the king's kingdom, but King Eclipse knew not if even he could defeat Armageddon. Immortal though he was, Eclipse could still die, and he tried to explain this to us so that we would keep his will within us." Celestia began to cry, remembering how she and Luna had simply scoffed at his desperate plea. "We originally hung onto his every word, but victory after victory turned us into arrogant foals. We believed that we could overcome any foe. With this rejection weighing down his heart, the king gathered our army and we rode off to meet the Dark Dragon." The image faded, and suddenly the entire room filled with light. They were floating above a barren wasteland, with two armies marching towards each other. One was dressed in shining silver armor, and the other was covered in obsidian plating. The king and two princesses were at the rear of the silver army, and only Eclipse had a grim look on his face. Celestia and Luna had excited grins, as if eager to face death and laugh in its face. At a distance of about fifty feet, the two masses halted, and a tense silence ensued.

"Nopony dared make the first move." Celestia said, remembering the gruesome day. "One minute past, then five. That was when Luna became impatient. She flew up above and soared into the enemy ranks. Her blade swung faster than light, slaying many demons." The images moved in real-time action, showing everything that followed. "The entire enemy launched themselves at her, but Luna was near invulnerable. Not a sword touched her, not an arrow pierced her flank. Her _spatha_ became a soaring arc of destruction. Following her example, the Silver Army let out a battle cry and charged forward. I myself remember teleporting next to Luna, and we became an unstoppable force." The two princesses were side by side below them, Luna slashing at demons with her blades, Celestia doing both offense and defense, blasting the enemy with magic and erecting shields to protect prevent damage. "At first victory seemed to be at hand. Already a third of the dark army was gone. But, that was before _he_ arrived." A dragon flew from the heavens, wreathed in dark smoke. His scales were the color of obsidian, and his eyes crimson as blood. Celestia shivered as she remembered the dragon's horrible aura. "His mere presence made even the two of us waver. However, being the foals we were, we simply swallowed our doubts and launched ourselves at the drake. That was when a blast of light forced us back, and King Eclipse stood in front of the dragon."

For the first time, the images below them began to speak.

_"I see you have chosen to save your little apprentices instead of sacrificing them," cackled the dragon. "Perhaps not the wisest choice—you could've used the opening to attack me instead."_

_ King Eclipse glared Armageddon. "Who says I haven't already?" The dragon suddenly gasped in pain, and looked down to see two blades of light piercing his feet, pinning him to the ground. Armageddon growled, letting forth black smoke from his mouth._

_ "Very clever, Eclipse, very clever…" Armageddon hissed. "But powerful as you ae, perhaps you have forgotten the powers that I wield?" Suddenly, six ominous orbs glowed around him, filling the air with the scent of despair. The blades at his feet dissipated, the wounds healing immediately. "The Downfalls cannot be bested by the likes of you." A sinister laugh crackled through the air._

_ King Eclipse whinnied and stepped back, summoning the Elements of Harmony behind him. They appeared as six heavenly tongues of flame, countering the feelings given off by the Downfalls. "We'll just see about that, fire drake. These Elements of Harmony have yet to fail me—and today won't be any different!" The six spun into one and flew into the alicorn's chest, filling his body with light. Eclipse yelled, and a golden shockwave erupted from him. Everypony and every demon was blasted back, even the excited Luna and Celestia, who had grins on their faces, eager to see their master once again use the six elements. However, the Dark Dragon stayed rooted to the spot. With a simple amused look on his face, the dragon held out his hand and the six orbs were drawn to it. They formed a glass ball, which he smashed in his hand. The smoke that was released was taken into the dragon as he breathed them in, filling his eyes with green light. _

_ "Come then, Eclipse, and let your fears be known to everypony…." Armageddon cackled, taunting the king. King Eclipse whinnied and spread his wings, and suddenly he disappeared. _

_Everypony looked around for him, but didn't see him until they heard a faint whistling above them. The king was flying down in a horizontal movement, gathering speed as he went. Suddenly, a cone started to form around him, and he strained to break it. The alicorn soared down, and right before he came into contact with the dragon, he broke the cone, and a flash of light blinded everyone, followed by an enormous explosion of rainbow flames. The omnipotent attack sent out these flames in a circular fashion, and they felled every demon that surrounded them. The Silver Army was simply pushed to the ground, eyes wide in disbelief at the power of their king. Cobalt blue lightning crackled from where he stood, arching to hit the scaled foe before him. Armageddon screamed in pain, and disappeared into smoke. King Eclipse stood victorious, eyes full of relief and pride. He turned to face his army, who let out a triumphant cheer. _

_Luna leapt forth, a smile beaming on her face. "Master! I knew you had the power to stop the drake. Nopony is as powerful as you!"_

_Celestia flashed next to her sister, and joined in on the celebration. "You see, Master? You had nothing to fear. Everypony is fine, and you haven't died."_

_Eclipse laughed, and smiled at his apprentices. "Aye, indeed. Perhaps my fears were for naught. Let us now go—" Suddenly, the king tensed. His eyes flew wide open, and he took his battle stance once more. "Get back, ALL OF YOU!" Another flash of light, and Luna and Celestia were forced back right before Armageddon appeared out of darkness behind the king. Before he could react, a thick black smoke surrounded the king, making him disappear from view. There was a blast of darkness, a thunderous snap, the sound of armor breaking, flesh being torn, and a blood-curdling scream. The smoke cleared, and everypony was horrified by what they saw._

_The king was lying on the ground, his breathing heavy. His horn had been snapped into two pieces, one of which was imbedded in his chest. His wings had been torn off, and were lying next to him. Blood leaked everywhere, and everyone was shocked to see their leader in such a broken state. The only one to be laughing was the dragon standing over him in a puddle of crimosn, a sickly green aura around him. _

"_FOALS! You actually believed me to be vanquished so easily?" Armageddon hissed. "His attack served as the perfect diversion for me to disappear into the shadow realm and strike. Now, you are leaderless, and nopony can stop me from destroying your lands!" Everypony around them shook in fear, and dropped their weapons. Then, they fled….save two ponies. _

"_You…you BASTARD!" Celestia bellowed through her tears. "Our master…our father….I'll kill you!" A golden bolt of lightning erupted from her horn, soaring towards the dragon. Such an attack would've incinerated any normal foe, but the Dark Dragon was anything but that. He simply laughed and held out his hand, allowing it to meet the lightning. It struck home, but was absorbed into the body of the drake. He once more just laughed, and looked away for a moment._

_Luna rushed forward to take advantage of the opening, and slashed upwards at the neck of the dragon. Her blade connected, and the dragons head fell to the ground rolling. Luna smiled, thinking her foe defeated. Then she heard something that made her freeze. _

"_What's a cut or two?" Armageddon's head giggled. "Oh well…allow me to pay back the favor!" Dark blades surrounded Luna, who looked desperately for an avenue of escape, only to find there wasn't one. They soared down, and Celestia cried out to her sister. Blood erupted from the spot, and Luna fell to the ground, cut everywhere. She was still alive, but just barely. Celestia had tears running down her face, but she knew nothing she threw at Armageddon would do any good. She'd end up just like Eclipse and Luna….dead._

Now don't go thinking like that. _A voice said in her head. _Didn't I teach you to never give in to despair?

_Celestia gasped and realized that the voice was that of the king. She looked down to make eye contact with her dying master. She sent her thoughts to him. _Master…what am I to do? I have no power that can match his….

I have a plan…but you'll need your sister. Go over to her and heal her.

_Celestia teleported to her bloody sister, grabbed her, and then teleported back. The dragon, whose head had magically reattached itself back to his body, was confused at what they were planning, but then dismissed his worries. They could do nothing with their current powers._

"_Luna, lay still…I am going to heal you." Celestia said. Her horn glowed, and Luna's cuts closed. _

"_Sister…" Luna groaned as she stood up. "What are we to do? We are no match for him."_

Do as I tell you, and you will live. You will vanquish the dragon.

_Luna and Celestia closed their eyes, sending their thoughts over. _Master, what must we do? We have no power over the Six Elements…._Then they gasped. _That's your plan? But…if you release control, and we cannot receive them, they will be lost forever! It's too risky a chance!

_The king's voice replied impatiently. _And yet it is our only chance! But first…Celestia, Luna, I am sorry that I have brought orphan-hood upon you. Had I not attacked your village, this may not have come to you….I am sorry. But now, I ask but one last sorrow to be done to you…I need you to come over and take my crown, and smash underneath your hooves.

_The two sisters gasped. _But…sire, that is blasphemy and treason!

The crown holds the key to the elements. _The king explained. _Whoever smashes it will receive my will, along with the power to wield the six elements. However, neither of you are powerful enough to control all six, so you need to smash it at the same time, so that each of you will receive half of them.

_Celestia and Luna wanted to protest, but his voice was fading; the king was dying. They had no choice but to follow his orders. First, however, they needed to drive the dragon away from King Eclipse. To do this, they combined their abilities—Celestia's magic and Luna's blade—and sent the blade soaring through the air. It pierced flesh, and the scream that ensued echoed for miles. The attack did the job, though, because the dragon stumbled back a few feet, grasping for the sword that was embedded in his chest. That gave Celestia and Luna enough time to teleport over and retrieve their master's body._

Good…now take my crown…._the king's voice wheezed. _Smash it…..

_The two took the crown and crushed underneath them. _

Everything turned black, and the images disappeared, leaving the six ponies and Princess Celestia.

"Hey! Why did the movie stop?" Pinkie cried, mouth full of popcorn she had produced from nowhere. Rarity shook her head, not believing that Equestria had such a deep history. Twilight had been taking notes of all things, and had looked up with confusion in her eyes.

"As strange as this sounds, what you just saw was a memory." The princess explained. "After we crushed the crown, the elements descended upon us and Luna and I blacked out. We were possessed by them."

"When we awoke, the dragon had been vanquished, and the king had disappeared." Celestia said. "Something had changed, however, within us. Luna and I had gained wisdom beyond measure, and the two of us had changed physically as well—we had become alicorns. That however wasn't all, and that's how this leads to Seed. Our cutie marks changed as well, representing the duties given to us. Whenever one inherits the elements from another, most likely their cutie mark will change to represent the spirit of their predecessor." The six ponies began to see how most of this connected, but one thing still bothered Twilight.

"But princess, if receiving the elements changes cutie marks based on will," Twilight said, eyebrows furrowed. "How come ours didn't change when we got them?"

Celestia looked out her window, a look of shame on her face. "That, my student, is a question that I often don't like to answer. But, seeing as you have already heard my past, it really wouldn't hurt to elaborate more."

"After that battle, Luna and I were crowned as the rulers of Equestria. In honor of King Eclipse, we declared that we would simply be called "princesses", so that no other ruler would have such an honor as our mentor." Celestia said. "However, when we took control and created night and day, Luna's heart began to be corrupted, and she began to turn into the dreaded Mare in the Moon—Nightmare Moon." A shiver ran down the spines of all in the room, and they almost thought they heard a faint laughter in the distance. "In order to stop my sister's betrayal, I was forced to seize the other three elements of harmony from her and use them against her. However, the only one to ever be powerful enough to wield all six was King Eclipse, so after using the Elements to trap Luna in the moon, I lost the ability to control all of them and they disappeared from the world—until you six discovered them, and somehow they accepted you." The princess's eyes moved onto Seed. "That is when Seed's chapter of the story of the Elements begins."

Seed took a deep breath, and said, "So, how does this all connect? How did I inherit the Element of Loyalty?"

Celestia frowned. "Didn't I explain clearly in my story? In order to inherit one of the elements, you must first have the will of the previous wielder instilled within you. You said yourself in your tale that you and Rainbow Dash often talked privately about personal matters. Eventually, you began to feel as she did, and that was when her will was planted in your heart. When she died, the Element of Loyalty fell to you, her chosen heir. You have a mission, a goal that she set for you: to end the monstrosity of the Rainbow Factory. That is what her spirit tells you, isn't it, Seed?"

Seed took a minute and closed his eyes, searching for the spirit of the deceased mare within him. When he found her, a fiery passion filled his heart, and he opened his eyes. "Yes. That is my mission, and my purpose right now. But…." He turned back to his new companions, the five ponies who had been friends with Rainbow Dash. "That's not all. She wants me to stay with you guys, and as hard as I find it to believe, I don't think I can leave you. You took me in as one of you in such a hard time, and I couldn't ask for anything more."

Applejack coughed. "Well, most of us did, anyway. I'm mighty sorry for how I acted towards you, Seed. Can you ever forgive me?" She took her hat off and hid behind it, afraid of the silver pony's answer. All she felt was a warm hug, and a strangely familiar voice speaking.

"Of course." It was Seed's mouth moving, but Rainbow Dash's voice rang out. "You are my best friend, after all."

Applejack looked out from behind her hat to see Seed hugging her, and the faint image of her rainbow friend behind him, smiling slightly. Applejack's heart melted and peace filled her mind. "Gosh, Seed….it really does seem like Rainbow's spirit is part of you now."

"Huh?"

"Oh, it's nothing."

The six broke into laughter, and nothing could stop them—not even the thought of fateful occasion a few days away: the day of the funeral.

_The five laughed, and the spirit of a certain cyan pony seemed to spread her wings over the six new friends. The pony smiled, and was glad that she left her friends in such good hooves. Seed would fit in perfectly. She just wished that she could still be with them, but it was her time to pass on. She would still reside in him, but that was all she could do. She smiled sadly before leaving the six hugging ponies. She soared out the window, and looked back at her friends one last time. Her eyes gave a wistful gaze, before she smiled again. They were healing. It was time for her to go. She flew off into the blue yonder, her rainbow mane swimming in the afternoon breeze. _

_She smiled and said to herself, "All that's left now is the final goodbye."_

**So there we go. That was a very important chapter, as it explains how Seed's cutie mark changed, and not to mention the whole history of the Elements of Harmony. The next chapter will be the funeral chapter, and then after that it'll be the invasion of the Rainbow Factory. Stay with me guys, I beg of you. It may seem like it's going slow, but I had to put all of this in here. It's important to the story itself.**

**Thanks for sticking with me, and I hope you keep on doing so!**

**Cheers,**

**sayWHAT96**

**P.S. This is the link for a picture of a dragon that I imagined Armageddon to look like. **

** clubs/griffins-and-dragons/images/31702494/title/dark-dragons-photo **

**It's the first one on the slide.**


	6. Awoken Author's Note

**Okay, so this is just a little note that is important to all of my readers out there.**

**I am going to also post this onto fimfiction due to several requests to do so. However, there are a few changes.**

**My fimfiction account has a different pen name. My pen name is Quillin Words, much like my OC. I'll provide a link on my fanfiction profile if you can't find it.**

**I don't know which I'll update more often, so you'll just have to wait and see. Check both fim and fan frequently for the story updates.**

**This is beside the point, but for those of you PMing me to write clops and grimdarks—HELL NO. I admit that I have the ability to write such horrid things, but I will not do it. Put it simply, I just don't want to. Plus, some of the clop pairings you guys tell me to write are just plain sick.**

**It turns out I won't be posting this story onto Equestria Daily, because AuroraDawn told me that they don't accept Rainbow Factory related material. So, I'll just see if I can break the publicity scene on FimFiction.**

**Related to number 1, the version of my story that I have posted on FimFiction is the improved edited version, so it is much better than the one on fanfiction. Also, if y'all don't mind, please make a fimfiction and follow me there, as well as give my story thumbs up. All I've gotten thus far on there is negative feedback, so I'd appreciate it if you guys here on FanFiction could help me combat the haters.**

**Anyway, that's just about it. Thanks for taking the time to read this, and please keep reading!**

**Cheers,**

**sayWHAT96**


	7. Awoken Ch 6: Goodbye

**Chapter six everypony. This is by far the farthest I've gone with a story. I'm proud of this, it's like the jewel of my writing. I love this story, and strangely enough I also hate it. It became an obsession for a little while, and it was all I ever thought about. Luckily, seeing as I'm almost done, that obsession is dying down. Oh, and then there's the fact that for this idea to work, my favorite pony had to die.**

**On a side note, I'm thinking about doing a one shot after this for Derpy, because they're going to can her in season four. Thus, it'll be like a dedication for her. I'm so sad to see her go…I love Derpy.**

**Secondly, there is a song in this chapter called "Loyalty". It's something made by MandoPony, not me. I'm just using the lyrics. Also, the version I'm using is the Aviators remix, so it's more techno. I highly suggest listening to that song while reading this.**

**Also, we'll have a surprise guest in this chapter…..**

**Anyway, let's move on, shall we?**

**Cheers,**

**sayWHAT96**

**Seed POV**

Seed and Fluttershy flew up into the sky, the cold chill of the morning breeze tickling their hooves. It had been two days since they had talked with Princess Celestia. The words she had said, the memory that was now in their minds…it was still all very hard to believe. Still, they had to believe it; there was no other explanation. Hate Seed was now the Element of Loyalty.

Just thinking about it made Seed's hind flank tingle. That beautiful lightning bolt stood as a testament to the spirit of a rainbow mare that now lived on within him. Rainbow Dash may be gone, but she was definitely still with them. That, however, wasn't enough to stop the events that were to fall before them: Today was the day of Rainbow Dash's funeral.

As they flew, a silence enveloped them. That suited Seed fine; today was going to be a hard day, and him and his five new friends wouldn't have much to say until the funeral. Besides, Fluttershy rarely spoke anyway. Still, it was a little awkward.

"So Fluttershy….." Seed said, trying to start a conversation. "What's going on right now?"

Fluttershy looked at him, sadness written across her face. "Well….I'm just a little sad for today. I mean, I am happy that Rainbow Dash is still with us….but I wish she could _really_ be with us."

Seed's heart fell. Was she blaming him? "Oh….I get it. It's me, huh?"

"Oh no!" Fluttershy gasped. "Of course not. I just meant that…."

"Doesn't matter now. We're here." Seed said, not meeting the yellow mare's eyes. They had finally arrived at their destination: Rainbow Dash's cloud home. Seed tried to remember what Twilight had said….

_"Rainbow Dash had said that if her body wasn't available to cremate, then she'd want us to find a locket of hers that she keeps in a drawer next to her bed. It's important that you get that, so that we can release her spirit into the wind."_

"Fluttershy, wait here." Seed said, trying to sound nonchalant. "I think I can find the locket on my own.

"Oh…..ok."

Seed pushed open the door, and entered the residence of the best flyer in Equestria.

The first thing he noticed was the chill. It was so cold, Seed could see his own breath in the air. Something unnatural was taking place here, something that gave Seed an apprehensive feeling. Ignoring his suspicious thoughts, Seed simply pushed through the house and made his way to Dashie's room.

Seed walked through the corridors, shivering in the cold. It was almost as if the house was mourning the death of its owner. Seed took in his surroundings, noticing everything that was around him. Seed smiled whenever he saw pictures of the Wonderbolts; Rainbow Dash would often rant on and on about those elite flyers. Sadly, now there won't ever be a rainbow mare joining those hallowed ranks.

Suddenly, Seed ran into something hard, and took a step back to rub his throbbing nose. He had been too busy looking around to see where he was going. He looked up, and saw that the what he had hit was a door. Not just any door, however. Nailed onto the wood was two letters: **RD**. Seed had found the door to her room. Seed took a deep breath, and then pushed open the door, determined to find the locket.

Seed smiled when he saw the room. The familiarity of it….it was almost funny. Rainbow Dash's room had almost the same design as her living quarters back at the factory. There was just one difference; there were not dried blood stains here. Still, Seed felt nostalgia wash over him as he remembered the conversations the two of them had. Once again, Seed shook his head, and focused on his task: find the locket.

"Ok….so the drawer next to the bed…" Seed muttered. He located the drawer, and opened it. Within was the golden cloud locket, and something else—a folded note, with the words _I am Loyalty_ written on it. His curiosity piqued, Seed put the locket around his neck and picked up the piece of paper and unfolded it. He scanned the words written upon the sheet, and tears came to his eyes. This….this was beautiful. Seed opened his saddlebags and slipped the note in. He'd have to contact somepony to get this put into the funeral.

Once out of the house, Seed looked at the yellow mare who sat aside looking off into the distance. Seed felt guilty; perhaps he had taken her previous words too harshly. Now she was obviously upset.

Seed swallowed and spoke up. "Hey, Fluttershy?"

Fluttershy turned and looked at him. "I'm sorry Seed….I said something mean earlier, didn't I?"

"No, it was my fault…." Seeds said, kicking his hooves aimlessly. "I took your words wrong, and I'm sorry for that. It's just that today's going to be hard, you know?"

Fluttershy smiled, walked over, and put her hoof on his shoulder. "Don't worry Seed. Rainbow Dash wouldn't want us to be too sad. This is supposed to be celebrating her life and accomplishments."

Seed, sighed, and looked upon the rising sun. "It's not just the funeral that scares me….it's what follows after."

With that, he flew off, leaving the yellow mare wondering what he'd meant.

**Narrator POV**

The six gathered upon the highest cloud in Ponyville. The entire land of Equestria could be seen from this view; the perfect place to release the spirit of a mare close to their hearts.

Twilight, having used her spells to allow her to walk on clouds, stepped forward tothe edge of the cloud. A box containing the ashes of the locket floated next to her, holding more than just black remains—they held Rainbow Dash.

"Rainbow…" Twilight said, voice struggling not to crack. "If you can hear me…I'm sorry that we never realized the pain going through your heart. I hope I got your funeral just right."

Applejack spoke up. "I'm sorry for all that huff and puff that I gave you all the time…I'm also sorry I couldn't save you when I had the chance. You told me, and yet I didn't do a thing. I…I'm sorry."

"Dashie, if you can hear me, I don't mind that you broke your promise." Pinkie Pie giggled. "Just remember that when I see you again, I'm going to give you a big noogie!"

Fluttershy stepped forth, and looked into the skies. "Rainbow Dash, I never thanked you for not giving up on me during the flight test. Without you…I would never have made it through. Thank you."

Rarity put her hoof forward, careful not to fall off. "Rainbow Dash, I really do hope you like the corsages I made for your funeral. Had it not been for you….I wouldn't have been able to finish them. And you're right—those opals do match your mane." Rarity smiled, and then Seed took a breath.

"Look Rainbow, I'm not sure what I get to say. I haven't been your friend as long as these ponies have." Seed said, voice shaking. "But I hope you realized that I loved you like no other pony loved me, and I am determined to carry on your will. Thank you for choosing me as your successor, though I doubt I'll ever really take your place. Good bye Dashie…though I expect I may be seeing you soon." Seed shook his tears away, and beckoned for Twilight to open the box of ashes. A cool breeze suddenly arose, as if a train had arrived for its passenger. Twilight took the ashes out, and spread them into the air, and as she did so, they could almost hear a brilliant laughter ringing through the air. A feeling of lift enveloped the six, and they knew that Rainbow Dash's spirit was finally free.

Free, that is, except from their bittersweet memories.

**Seed POV**

Sinking. That was all that he felt as he fell into the depths of his mind. The ocean wasn't water; he was drowning in his own memories. Seed couldn't breathe, yet he didn't need to. Each and every memory of the factory swam by him.

_"Seed, I just don't know if what we're doing is right anymore."_

Rainbow Dash. That one mare changed his life forever. The never-ending routine that haunted him and her final ended with her sacrifice. Now, Seed had a new life, but at what price? The death of another? Perhaps it wasn't that simple. He didn't even know who he was now. Seed didn't think much about this until he saw that note that Rainbow Dash had written. It sat next to the locket, almost as if it had been intended for him to find it. After reading it, Seed realized how unsure of himself he had been. He had been hiding the façade of that slaving monster for so long that he forgot who he was completely. The factory was all he knew. Loyalty may reside within him now, but could he really stay true to that?

_"But with all great things comes great responsibility."_

Those words were inscribed on the factory walls, and unfortunately its meaning had been taken to the extreme. Too many had died to fulfill that responsibility. Seed had caused the death of but a fraction of those fillies. Now, an even greater responsibility fell to Seed, one he wasn't sure he could complete: he had to reconcile with those souls he'd extinguished, and avenge them. How? Seed still was unsure. For how could he avenge deaths that he himself had caused without killing himself? Seed knew he had to destroy the Rainbow Factory, but that alone seemed impossible. He couldn't just simply walk into the factory and declare it to be shut down.

_"We need to clean up this mess before anypony comes to investigate."_

Dr. Atmosphere had said that so calmly after he killed Scootaloo. To say something so cold and simple, after commiting a monstrosity….it was like the stallion didn't even have feelings. However, there was something about that last part that Seed had purposely left out of his story. There had been a factory worker that held down Scootaloo as Dr. Atmosphere killed her. That worker was _him_. Seed had the chance to save her, to release her. Why hadn't he done so? Simple. He was afraid. Dr, Atmosphere commanded an entire factory, an army, one whose eyes told Seed that while what happened was traumatizing, they were still loyal to the Doctor. Now, Seed didn't care: _Dr. Atmosphere must die._ He was the key to all of this. If Seed wanted to tear down the factory, he'd have to tear down its leader along with it.

Something about that crimson stallion was unnatural, however. Seed felt some dark power constantly emanating from the his heart every time he walked by him. Seed often tried to reason that it was simply his imagination, but was it really? Something sinister was inside Dr. Atmosphere, and it wasn't just a cold heart. It was something older, darker. Something almost familiar to this feeling of loyalty, yet different…..

Seed felt panic rise up within him, and he opened his mouth. Water rushed in, and he thrashed about, desperate to make it to the surface of this ocean of memories. Certainly, that stallion hadn't taken control of such a dark power?! It'd make sense though; years of betraying his own kind would lead to such a thing. Seed was now straining to breathe, and he couldn't make it the surface in time. Was he going to drown?!

"Of course not, you idiot." A familiar voice mused. "It's just a dream."

Suddenly, all of the water drained away, leaving Seed gasping for breath on a cloud that had appeared out of nowhere. He looked up, and saw somepony that he thought he'd never see again.

"Rainbow Dash?!" He gasped, still straining to catch his breath. "What are you doing here?"

Rainbow Dash rolled her eyes. "I did say I'd be watching from inside of you. I saw you having a little problem with the water, so I thought I'd pull you back into the sky."

Seed blushed a bit. Of course. How had he forgotten that Rainbow Dash's spirit still resided within him? Not only that, but now she saw him panicking in a dream of all places. It was all just a little embarrassing.

"Well, either way…" Seed said, having finally calmed down. "I'm glad to see you again."

"You know, you shouldn't act so calm when you're just about to burst into panic." Rainbow Dash said, eyebrow raised. "I know what you were thinking. It also came to my mind."

Seed whimpered softly, then collapsed onto his cloud. He looked off at the blood-red sunset, and sighed. "Rainbow Dash, if Dr. Atmosphere controls something like that, how do I even stand a chance?"

Rainbow Dash tossed her man aside. "Seed, did I ever tell you about the time my friends and I defeated Discord?"

"Yeah, you told me that story before. What does that have to do with anything?"

Rainbow sighed, and then turned to face the silver colt. "Well, I'll just say that for a little while, I became someone I wasn't. For some reason, I just wasn't Loyalty." The mare shook her head, something obviously bothering her.

Seed suddenly got a bad feeling. "There's something more to this, isn't there?"

Rainbow Dash looked at him, and gave a grim nod. "I realized, after reading some stuff up with Twilight, that Discord wasn't just trying to tear apart our friendship so that we couldn't use the Elements of Harmony…..he was trying to bring back something else."

"Wait…..by something else..." Seed thought for a moment, before a shudder passed through his body. "He was trying to recreate the Downfalls, wasn't he?"

"Yup. By corrupting us, he hoped to bring back those things." Said the mare. "Luckily, Twilight got everything fixed as usual." Rainbow Dash looked over at Seed, giving him a look of sympathy. "Has what I said answered your question?"

Seed gulped. "Unfortunately yes….I guess I have to do it."

Rainbow Dash smiled. "There's the stallion I know. You have that same sense of duty that I had. Now, don't you think it's about time you woke up? You've got some stuff you need to take care of before the reception."

Suddenly, Seed sat straight up. He was breathing heavily. Seed realized that he had been dreaming once more….yet it all always seemed so real. He could almost smell her citrus-scented mane, almost see her bedazzling mane of rainbows. Sadly, it was all but a dream.

_I'm as real as you want me to be._

If that was true, then why wasn't Rainbow Dash standing next to him right now?

Seed shook his head, then remembered he had business to attend to. He looked at the clock, and saw he had a couple of hours. Seed sighed in relief, seeing that he had time. He went out the door, and as he did so, he muttered to himself, "I wonder if she's still a dj?"

**Applejack POV**

Town hall was filled with murmuring mares and stallions as they came to pay their final respects to a pony who had put such excitement into everypony's life. They all went up to the marble statue of Rainbow Dash, which stood between two portraits of her, and each pony took the time to say a few words.

Applejack herself couldn't do that until the end. She had drinks to serve, drinks she had made herself by hoof but a few days ago. She had drunk some of the apple juice, and she was right: it was the bitterest thing she'd ever taste.

Turning her head to the small crowd of thirsty ponies heading her way, Applejack started pouring some juice into glasses for everypony to enjoy. They chatted away, most not too bothered by the fact that it was a day to remember a special someone, rather than to socialize. Most who were here were most likely dragged along by a friend. Applejack bit her lip to hold in her anger as they chatted away so leisurely; surely these ponies had some heart in them, to realize that the mare who served them drinks was someone directly affected by the occasion of the day?

"Hey! Applejack, you there?"

Applejack blinked, and looked towards the direction of the voice. "Oh, hey Seed. Surprised to see you here. Aren't you going to visit the shrine?"

"Well, I just thought I'd check in on you first." Seed said, careful with his words. "You seemed a little….on edge."

Applejack let out a nervous laugh. "On edge? What's that supposed to mean."

Seed simply gave the cowpony a bemused look. "You were shooting daggers at the group to my left. I'm sure that's what most ponies call 'a little on edge'."

Applejack tried to argue, but eventually just sighed. "Yeah, I know, Seed. It's just that….these ponies are acting like it's just another day, waiting to get back on to their own business. Don't they realize what today is?"

"Hey now, don't let it get to you." Seed said, a kind smile on his face. "They're all just young stallions, barely passed grade school. They were probably dragged here by their parents."

Applejack grinned a bit. "Thanks Seed, you sure do know how to make a pony feel better." Then she noticed a strange looking mare with mixed blue hair and pink sunglasses behind the pegasus. "Oh, hey there Vinyl Scratch. Glad you could make it!"

Seed looked a little surprised. "Wait, what? You two know each other?"

Vinyl laughed. "Geez, Seed. You were gone for some time! Rainbow and I were best friends, along with AJ here. We did all kinds of cool stuff."

Applejack nodded, grinning at the memories. "Yeah, like the time when she DJed for us during Rarity's fashion show." She looked back to that day, remembering the ridiculous outfits each of the friends had worn. "It was a tad bit embarrasin'. We looked like a bunch of rotten apples."

Vinyl stifled a giggle. "No kidding! They looked downright hilarious!"

Seed laughed, then turned his gaze onto Applejack. "Well, it's good to see that you're finally yourself, AJ." He nudged Vinyl Scratch. "Hey, don't you need to go get set up? You're up in a few minutes."

"Oh shoot!" Vinyl gasped, looking at the clock. "Sorry Applejack, I have to go! I've got something to do!" With that, a blur of blue and white rushed away to behind the shrine.

Applejack raised an eyebrow, confused at the DJ's sudden disappearance. "What exactly do ya have planned for us, Seed?" Her face got serious. "This is a funeral. Vinyl's great and all, but her music ain't exactly fitting for the occasion."

Seed simply grinned back at the orange mare. "No worries, Applejack. Vinyl and I did something for Rainbow Dash. It was something she'd want."

"Is the song that weird dubstep stuff?"

"Well, it's more of techno if anything." Seed said thoughtfully. "The lyrics are special though."

"What's that's supposed to mean?"

Suddenly, a voice rang out in the hall. "Good evening fillies and gentlecolts. I'm glad we could all gather here to remember someone who was a friend to the end: Rainbow Dash."

Everypony turned their eyes to the shrine, where Vinyl Scratch had set up a small station with dual speakers. They all raised their eyebrows, wondering why a party pony like here was here.

"Now, I know what you're thinking." Vinyl said. "'Why in the world is she here?' Well, Dash was my friend too." Eyes continued to bore into her, wanting more explanation. Vinyl soon obliged. "You see, Rainbow Dash had left in her will that she didn't want anyone to be too sad at her passing, rather to be happy. She left something here for us, a note, really."

Applejack's curiosity was piqued. What was this note?

"Seed found this in her home when he went to get Dash's locket." Vinyl said, a slow beat now starting in the background. "It was a poem that Rainbow had written about herself, and he thought it was beautiful. So, he brought it to me, and he and I made a short song about somepony who stuck by us till the end."

The speakers suddenly let out a huge blast, followed by mallets being played. Sweet music, loud, but not obnoxiously so, began to flow out into everypony's ears. Seed suddenly flew over next to Vinyl and grabbed a mic. More synths and mallets played, and Seed stood there with his lids closed, waiting for his chance. Suddenly his flew open, and he began to sing.

**Seed POV**

The minute Vinyl began to talk, Seed knew it was his time. He took a deep breath and ran through the song again in his head. Then he flew up and went to the stage, where he took mic and closed his eyes.

The beat started to go a little faster, with the synths and bells mixing together in perfect harmony. Suddenly it all stopped with a drum beat, and a small silence ensued. Then, eh let his voice do the rest.

_You see me soaring through the sky_

_I see you below as you walk on by_

_I could clear the sky in 10 seconds flat_

_Well how about that, well how about that!_

_I could be sitting here on a cloud_

_Watching the sun as it starts to go down,_

_And the only thing missing_

_Is you by my side!_

Here he opened his eyes and saw that Vinyl was hard at work to his right, working her DJ magic to ensure that the music kept going. She lifted up her shades and winked at him, giving him a look that he was doing great. See turned to face the crowd, and saw that many had tears in their eyes, showing him that he was doing the right thing. He smiled inwardly, and began once more.

_Give me a smidge of confidence,_

_Give me a speck of something that makes sense!_

_Give me an idea of dependency,_

_Give me a dash of loyalty! Loyalty….._

Vinyl's horn began to glow, and shot out a beam of multi-colored lights, which formed into the shape of a pegasus. It formed a pegasus that was the very epitome of what this song spoke of-Loyalty. The figure danced to and fro with the beat, performing graceful movements. The tears fell freely when Seed saw the silhouette of Rainbow Dash, and he had to ignore the painful lump in his throat to continue on.

_I could save my lonely soul for you!_

_But the feeling in my heart can't follow through…._

_You can give your broken heart to me,_

_Cause you know that I'll stay with you!_

_That's why they call me loyalty! Loyalty….._

Seed flew up in the air, gaining altitude to relieve the pain in his hoofs. The DJ Pon3 was below, struggling to keep the movements of the laser figure together while maintaining the music. Finally, the time came for Seed to sing again, so he sank back to the stage. Water streaming from his face, he now sang with earnest.

_The sun shines bright yet the rain pours on,_

_Rainbows here one minute and then they're gone!_

_They remind me of me and you;_

_What did you do?_

_What did I do?_

_Determination in those eyes,_

_Where has it gone; has it said goodbye?_

_A lot has happened, but I'll stay by your side!_

Those words that came out of Seed's mouth spoke to him the most. Her fiery determination that burned in her eyes...they were gone now. But, even though she was dead, Rainbow Dash stayed with him.

_Give me a smidge of confidence,_

_Give me a speck of something that makes sense!_

_Give me an idea of dependency,_

_Give me a dash of loyalty! Loyalty….._

_I could save my lonely soul for you!_

_But the feeling in my heart can't follow through…._

_You can give your broken heart to me,_

_Cause you know that I'll stay with you!_

_That's why they call me loyalty! Loyalty….._

Everypony in the room, especially the other Five, were in tears now. The song was something that Dash had written herself, and they could almost feel the spirit of the rainbow mare emanating from the music. Seed, having paused for a moment to catch his breath, took the mic up once more.

_I could save my lonely soul for you!_

_But the feeling in my heart can't follow through…._

_You can give your broken heart to me,_

_Cause you know that I'll stay with you!_

_That's why they call me loyalty! Loyalty….._

Seed looked over at Vinyl, seeing her sweating from the combined effort of the laser figure and the music. She looked up at him, and nodded. It was almost time.

_Time stands still when you're with me…._

_How can I make you see?_

_Your crazy antics make me want to scream,_

_Your name so loud till my throat starts to bleed—to bleed!_

Suddenly, Seed took off from the stage floor and went up to Rainbow Dash, whose lighted eyes seem to smile at him. The sight made his heart plunge, but he knew he had to go on. The two started to dance together, twirling through the air gracefully. They became a union of harmony, two pegasi yet one moving body. The music matched their movements, sad and yearning, yet energetic-much like the mare Seed was dancing with. However, the music solo was almost over, so Seed had to stop the ballad, and simply hovered in the air next to his companion. Rainbow Dash seemed to grin at him, even though the figure had no mouth. He reached out to stroke her mane, but when he made contact, the figure evaporated away. With that, Seed knew he'd seen the last of Rainbow Dash. He sank below right as the solo ended, and began to sing softly once more.

_I could save my lonely soul for you!_

_But the feeling in my heart can't follow through…._

_You can give your broken heart to me,_

_Cause you know that I'll stay with you!_

_That's why they call me loyalty!_

_I could save my lonely soul for you!_

_But the feeling in my heart can't follow through…._

_You can give your broken heart to me,_

_Cause you know that I'll stay with you!_

_That's why they call me loyalty! Loyalty….._

He finally finished singing, and simply let the music finish. The last synths and bells rang in the hall, and Seed knew he was done. Tears gushed out like a rushing river, and he didn't care that everypony in the room could see him cry. He didn't care that this was possibly the last day he would see any of these ponies.

All he cared about was that he had gotten one last chance to see Rainbow Dash.


End file.
